Gat
by lightning bird
Summary: Technically they're allies against the Fusion Invasion. In reality, DexLabs and Providence don't see eye-to-eye. Why this history of distrust? What does White Knight owe Utonium? And in the midst of a crisis, can Rex mend bridges before it's too late?
1. Preening and Ruffled Feathers

**Gat**

a/n This story is going to be long. And slow. And did I mention long? I've wanted to get Providence involved in my AU for a while now, but being myself, I couldn't make it in any way easy for me or the characters involved. Updates will probably be slow but hopefully steady. This draws heavily on my first multi-chapter story, _Taken_. And no, I haven't forgotten _Operation: YOYO_. For some reason I can't get chapter four to cooperate for love or money - yet. Only the story is mine (and a handful of expendable OC's). The rest belong to Cartoon Network and their respective creators except for Chip Morton, who's the property of 20th Century Fox and Irwin Allen.

**Chapter One: Preening and Ruffled Feathers**

"What's eatin' the Doc?"

Not in the least curious, Bobo didn't look up from the newspaper he was holding with both feet as he caught up on baseball scores. "I dunno," he grunted, turning a page. "Did she take a stroll in the Petting Zoo?"

Giving up on the monkey with a roll of his eyes, Rex walked to the other side of the large communication center in Providence's rebuilt headquarters and approached a wiry, narrow-faced man in a green suit and sunglasses. Six was intent on a field report and did not look up as Rex dropped into a chair right beside him.

"Hey, Six. What's with Doc Holiday?"

His expression never changed but there was the slightest hint of a twitch of a dark eyebrow, which Rex interpreted as interest. Still focused on the report, Six asked, "What do you mean?"

Rex made a face, trying to put his impressions into words. "She's acting sort of weird. Distracted. She's . . . I dunno. Preening."

The generated a reaction. Six slowly turned his head, and though Rex couldn't see his eyes through those black glasses, he could feel the hard gaze fixing him in place as he asked, "Preening?"

Rex spewed forth all his evidence, glad to have an audience and hoping to get some backup on his observations. "She was fussing with her hair when it looked fine and I think she starched and ironed her lab coat and that's _not_ her normal perfume."

"We're expecting company today," Six replied. "I suppose she wants to make a good impression."

"How can she _not_ make a good impression?" wondered Rex under his breath. Aloud he asked, "Who's coming?"

"A representative from DexLabs."

"Oh?" Rex brightened. Anything new or different was a welcome distraction on a day when no EVOs were rampaging and no training was scheduled and boredom had to be fended off with both hands. DexLabs was interesting and new faces were a plus. He knew a little bit about the corporate giant, mostly because of his best friend's appreciation for quality sports equipment. "Noah _loves_ their techy stuff. He wants one of those hover boards in the worst way. He's got some of their sports gear – I swear he swears by it." He scratched his head around his goggles, wondering if he should take a shower. If the Doc was worked up enough to iron her lab coat then maybe he should do her proud and present a decent front.

"Their technology _is_ revolutionary," agreed Six, albeit reluctantly, "especially for such a young company. We use some of their communication equipment and survival gear, and the hover board I use is custom DexTech. They're best known as weapon manufacturers and for financing the ECF against the Fusion Invasion."

"That can't come cheap." Providence was well aware of the Fusion Invasion – the whole planet was – but it was not their top priority. They fought Fusions and Infections when they found them, but Providence's mission to combat the threat of EVOs remained constant. Just because earth faced an alien invasion did not negate existing problems and menaces, and EVOs popped up as often as Fusion Monsters. Rex brightened as an idea occurred. "Oh, wait, doesn't DexLabs make those Vull-Noid guns?"

"Null-Void. Yes. The Plumbers and the US Army are their top customers."

"Well, those KND we ran into in the Outlands took out EVOs with Null-Voids. It took a lot, but they stopped them. Remember, those weird frog things? They thought they were Fusions. Probably the glowing eyes. Why don't we have Null-Voids if they work against EVOs?"

He was asking more because the Null-Voids he'd seen were pretty cool-looking weapons and seemed like fun to shoot, not because they were more effective against most EVOs than bullets. Really, who wouldn't want a guitar that created sonic booms or an electric blue broadsword that shot lasers or a gigantic club shaped like a turkey leg? Of course Rex came complete with sword, but he couldn't shoot lasers from it like the child soldiers of the Kids Next Door or Earth's Combined Forces could. If Providence ever got Null-Voids of any sort he was sure they'd be uniformly black and boring, but it was fun to imagine the troopers he knew armed with the craziness he'd seen coming out of the armories at DexLabs.

Six considered for a moment before answering, and by the slight shift in his tone of voice Rex knew to pay attention.

"Our relations with DexLabs are . . . strained."

Sensing juicy gossip, Rex leaned on his hand and gave all his attention to this man that was as much teacher as friend as substitute father to him. "Oh? What happened?"

"There's bad blood between the two organizations. It goes back to before DexLabs was founded, soon after the Nanite Event."

"And?" he prompted when Six seemed disinclined to expand on that intriguing statement.

Drawing a breath, it looked as if Six was about to grant Rex's wish when a proximity alarm rang out. They turned to the radar screen as one of the Providence officers on duty announced,

"DexLabs gunship _C-57D _just called in range."

"Gunship?" wondered Rex, wondering who paid social calls in a flying battleship. Then again there was no telling where or when something – Fusions, EVOs, or just plain old random monsters – might attack.

"What's their ETA?" asked Six, abandoning his seat and the report and Rex's answer as he stood.

"Fifteen minutes."

"Plenty of time," insisted Rex, eager to get the low down. "Bad blood?" he reminded hopefully.

"Later. Is Cpt. Calan ready with his detail?"

"Yes, sir. He's waiting at the docking bay."

"We'll head down as well."

Rex fell into step beside Six, debating a possible line of inquiry that would generate the best results. He finally settled on working backwards to get what he wanted.

"So do you know who this person from DexLabs is?" he asked.

"According to White Knight, their Chief Executive Officer," said a woman's voice, and they both stopped as Dr. Holiday rounded the corner from her laboratory and joined them. Tall and willowy, she seemed even lovelier than normal to Rex, as if she'd dressed with more care than usual even though there was nothing out of the ordinary about her sweater and skirt. With the familiarity of an old friendship, she stepped into place between Rex and Six. "Are you going to the docking bay?"

Six nodded his greeting. "Yes."

"I'll walk with you."

Behind Holiday's back, Rex gave Six a pointed look and gesture, seeking confirmation of his earlier observations about preening. Six just took a deep breath and kept walking while Rex grilled the doctor.

"So who's their CEO?"

"Professor Patrick Utonium," she said with enough emotion to raise one of Six's eyebrows and make his ramrod-straight spine stiffen a little more. Rex saw and wondered at the response, but Holiday didn't notice. She sounded excited, maybe even a little anxious. "He's the foremost geneticist on the planet. A brilliant man. He _made_ the Powerpuff Girls."

"Made them?" squeaked Rex. He'd never met the trio of girls, but he'd heard plenty of stories and news reports about them and he knew to be impressed. They were earth's only ultra-super heroes and they had earned their fame and renown the hard way by placing themselves at the forefront of the battle against Planet Fusion. "Out of what?"

Holiday sounded a bit skeptical. "According to Professor Utonium, sugar, spice, and everything nice. Oh, and something called Chemical X."

Rex felt his own eyebrows on the rise. Holiday was gushing. "So you're like a . . . closet Utonium fan or something, Doc?"

She smirked, amused at the question. "His work in genetics is invaluable, and he's got more degrees and awards than Bobo has fleas. He won a Nobel Prize ten years ago."

"Have you met him?" asked Rex, gallantly overlooking the flood of gushing enthusiasm and admiration. He wondered if the Doc had Nobel envy. She sure sounded dreamy enough.

"He gave a presentation at Harvard Medical four years ago that I was able to attend. It was very informative. I didn't get to meet him because he was on a tight schedule – he'd brought his children along and had to get them home to go back to school. He was very witty and spoke well and . . ."

"And?" hinted the teenager, smelling a bit of intrigue.

Holiday gave him a teasing smile that enslaved Rex anew. Softly, like a teenage girl sharing secrets, she added, "And he's an incredibly handsome man."

Rex grinned, and though it was impossible to tell he strongly suspected that Six rolled his eyes behind those sunglasses. Before she could go on their comm units chimed. Six immediately keyed his as if scrambling to change the subject.

"Yes?"

"_Sir, the _C-57D_ is docking now."_

The ninja frowned. "Now? The initial estimate was for fifteen minutes. It's been five."

"_Guess they put the pedal to the metal, sir."_

"We'll be there," promised Six coolly. He looked at their surprised faces. "Let's go."

They picked up the pace, with Holiday asking, "How fast was that ship going?"

"Very," growled Six.

"Looking cranky, Six," observed Rex. "Something wrong?"

"No," was the unconvincing reply.

"So they've got a fast taxi," Rex said, trying to sound reasonable. "Big deal."

"A gunship faster than a fighter?" Six muttered as they hurried into the elevator.

"Well," Holiday reasoned, trying to soothe ruffled feathers, "DexLabs has some of the greatest creative genius in the world working for it. We have to expect their technology to be advancing quickly."

"It's a question of whom they share that technology with," Six replied. "They aren't exactly forthcoming with some of their biggest advancements."

"Yeah, about that," began Rex, hoping to squeeze in the story of the breakdown between the two organizations before the other side of the equation arrived, but the doors opened and they were in the docking bay. Rex let out a low whistle as he spotted the _C-57D_ gunship. It was black and angular against the stark white and curved lines that typified the headquarters' architecture, and it looked out of place despite the row of jump jets lined up in the bay – a wolf amongst dogs. Steam rose up off the dark ship as Calan and his squad spread out to form a protective perimeter around it even here in the secure docking bay.

"Why so many guards?" wondered Rex. "This guy royalty or something?"

"A security requirement DexLabs imposed on us to receive their CEO," Six replied gruffly. His disapproval of wasting so much manpower was evident, but agreements were agreements. "He's vital in the war against Planet Fusion and they take no risks with his safety, hence the gunship."

Holiday didn't notice his tone or expression. She was fixated on the ship, eager to see – and with any luck meet – Professor Utonium. Rex looked at her with interest and concluded this Utonium guy had to be something special for her to be so worked up. His attention went back to the _C-57D_ as a hatch on it opened and someone stepped out to address Calan.

"I don't believe it!" yelped Rex, breaking into a broad smile. "It's Ben! Six, it's Ben10! Hey!" He waved. "Yo! Ben!"

The young man looked up at the call, flashing Rex a quick smile of recognition and greeting and waving briefly before returning his focus to the captain.

"_He's_ our visitor?" wondered Rex, excited.

"Ben10?" echoed Holiday, recognizing the name. "The one with the Omnitrix?"

"Yeah," gushed Rex happily. "Ben Tennyson. Six and I met him over at Peachtree Commons when all those farm animals went EVO and then when that Infection hit Lake Cayuga this spring. He's cool." He tried to downplay his delight at renewing his acquaintance with someone close to his age and with whom he had so much in common, but even Rex knew he failed completely. The truth was that and Ben had hit it off famously, and given the chance Rex knew they would be great friends.

"Does he work for DexLabs?" the doctor asked.

"No clue," said Rex, already moving closer. Six and Holiday trailed behind their teenage charge. They wouldn't put it beyond Rex to put pleasure well ahead of business and try to dominate Tennyson's time. No matter what he thought or hoped, DexLabs was here on business, not a social call.

"He's one of the top commanders in Earth's Combined Forces," Six provided for Holiday when Rex seemed too distracted to explain. "The device he wears allows him to assume a variety of alien forms at will. He's a good fighter. And a good person."

"Fascinating," said Holiday, genuinely intrigued. She looked at the teenager with renewed interest, zeroing in on the oversized watch on his wrist. Six let out a long breath, realizing he'd have to reign Holiday in as well as Rex.

Ben, meanwhile, was talking with Calan with apparent ease, smiling and gesturing and clearly gaining reassurances about the security measures. He looked back at the _C-57D_ and spoke to someone inside the ship. Another figure – tall, blond, heavily armed and in full body armor – appeared in the door. He addressed a few words to Ben and Calan before stepping out to join them. Clearly he was a soldier and a formidable one, and unlike Ben Tennyson he didn't smile. Instantly he zoomed in on Rex and his companions, and his eyes narrowed sharply at their unexpected and unwelcome presence. Calan was quick to explain and Ben offered a few words as well, pointing their way and plainly telling the man that he knew Rex and Six. Ben's opinion carried some weight because after a moment the walking blond arsenal nodded and stepped back to the open hatch.

"Sir, you can exit," said the man, his voice carrying across the bay.

"Finally. His majesty," muttered Rex, rather astounded at all the hubbub. It was a lot of fuss for one egghead, but it seemed White was willing to jump through hoops to make DexLabs happy. He waited impatiently, having no idea of what to expect and hoping for a chance to speak to Ben. Beside him, Holiday smoothed her immaculate hair. Six just let his breath out in a small sigh.

A figure in white stepped out of the gunship, glancing around the docking bay before he joined his escorts. A moment passed, and when it was evident that no one else was on the ship, Holiday let out a little sound of surprise and disappointment, her eyes wide as she stared not at Utonium as expected, but at a short, scrawny, redheaded boy.

Rex passed a hand before his mouth, forcing himself not to laugh. Finally he asked, "Bit young for you, eh, Doc?"


	2. C57D

**Chapter Two: **_**C-57D**_

"Sir, we should be at Providence headquarters in about fifteen minutes."

"Fifteen?" was the derisive reply from the seat behind him. "Sergeant, make it five."

"Sir?"

"Punch it, Mr. Morton!"

With a faint smirk – he knew perfectly well what his boss was about – the head of DexLabs Security obeyed. With a roar the _C-57D_ shot forward as Dexter, Boy Genius showed off his wares. Strapped in next to Dexter, Ben Tennyson broke into a broad grin as the surging g-force slammed them into the heavily padded seats. Dexter loved speed and he loved to brag and here he was able to do both at once. He stole a glance at the redhead. Dexter wasn't one for smiling very much, but Ben knew him well enough to read his body language even as they were being flattened by speed, and he could tell the younger teen was enjoying Ben's reaction.

"ETA five minutes, sir," Chip Morton called above the roar of the engines.

Against the crushing pressure, Dexter folded his arms and looked smug. Ben laughed at his expression.

"You just want to make them scramble!" he accused, raising his voice.

Dexter shouted back at him, "No, I just want to go fast! I hardly ever get to ride in my own ships!"

Ben laughed again and let out a whoop as if they were on a rollercoaster. Dexter let out a shout of his own, loving the speed. At the controls, Sgt. Morton shook his head as his passengers acted like the kids they were.

"How does she handle, Sarge?" called Ben above the roar.

"Better than the Flying Sub!" Morton shouted back.

"Ha!" crowed Dexter, triumphant.

"The _what?"_ asked Ben.

Dexter just laughed in reply, his eyes going wide behind tinted lenses as the _C-57D_ seemed to drop straight down from the sky as they maneuvered to land. Ben was regretting that second bagel at breakfast when the gunship abruptly leveled off and they slowed down. Dexter was delighted.

"Let's do that again on the way home!" he exclaimed enthusiastically. Morton just rolled his eyes and sighed.

Looming large in the windshield was the Providence base, and both teens strained against the harnesses holding them in their seats to get a good view of the structure built into the canyon wall. Ben was reminded of the architecture he'd seen on the Highbreed home world. Dexter had a more clinical analysis.

"Whoever designed this structure is a modern student of the Prairie School."

"I was just thinking the same thing," said Ben, feigning surprise and earning himself a shake of the head and a smirk from his young friend. Dexter rolled his eyes, amused. He knew perfectly well that Ben thought he was so boring as to be entertaining at times.

"And were you thinking of cantilevers and landscape integration?"

"You read my mind. They built this back when 'institutional white' was all the rage."

Morton glanced back and dryly said, "It was rebuilt lat year."

"Like I said."

"What happened that it needed rebuilding?" asked Dexter, who could not be bothered to keep abreast of events that did not pertain directly to his corporation or the Fusion Invasion.

"EVOs under direction of a man by the name of Van Kleiss tried for a hostile takeover," explained Morton.

"Oh?" Dexter's interest was piqued now that he saw Ben nodding in silent agreement.

"It was a bit harder to hold on to than the EVOs were ready to deal with."

"Providence has got some good people," Ben said.

"Indeed," Dexter slowly replied. "They certainly tried their best to get my security sergeant when he left NIMR."

Ben looked at the blond officer with renewed interest. He knew Morton had been a Navy SEAL and executive officer on the world's only privately owned nuclear submarine, so it should come as no surprise that he would be courted by various scientific and defense agencies. "Oh, yeah? What made you pick DexLabs? You like babysitting?"

Dexter made a little noise of annoyance at the notion of someone his age needing a babysitter, but they all knew that was exactly what Morton and Tennyson were doing here.

"Fighting monsters is too mainstream," Morton replied in casual tones. "We did that once a week on the _Seaview._ I wanted a challenge."

Ben grinned and Dexter smirked as Morton brought the gunship in for a landing. Well aware of the sharp and critical eyes watching him, the blond made certain to set the _C-57D_ down with nary a bump.

"Welcoming committee," said the older teen, gazing through the windshield at the black-and-white dressed Providence soldiers. "I see Calan. Pop the hatch, Dex, I'll make sure everything's square."

"Square?" echoed Dexter. "You've been hanging around my dad too much, Benjamin."

"Nothing doing, kiddo. I got it from you."

"I don't say square!" he insisted with heated indignation.

"Sure you do. You just did. Twice."

Dexter let an exclamation of disgust. "Sergeant!"

"Gee, what's this light?" asked the security officer, pressing a button as he ignored his boss' whine. "Oh, sorry sir, did you say something?"

"Quisling!" He folded his arms. _"I've_ been hanging around my dad too much, maybe."

Morton smiled fondly. "At least you didn't say jinkies, sir."

Dexter shuddered at the memory of his highly annoying cousin and her strange choice of friends and expletives as he opened the hatch. Ben immediately stepped out to talk to the waiting Providence officer. Morton watched his fiery teenage charge for a moment before asking,

"Are you ready for this, sir?"

Dexter smirked. "The question is: is White Knight ready for this _and_ me?"

Morton released his harness and stood, adjusting this gray body armor before opening a locker to retrieve his rifle. "Is anyone ever, really?"

"Oh. Thank you, Sergeant. That's very kind of you."

Chip just chuckled, and at Ben's quiet call he stepped into the docking bay to be introduced to Cpt. Calan. Stocky, blond, battle-scarred, and every inch the professional soldier, he might have been Morton's shorter, younger brother. The difference in ranking was a mere formality – the two men met as peers.

He scanned the area, taking in the rows of jump jets, the defense grid, and the perimeter of Providence soldiers. The only things with a bit of color to them were Ben and a trio of people that stood between the gunship and the main doors. There was a hatchet-faced man in green, a shapely and attractive woman in a lab coat, and a dusky-skinned teenage boy that waved and called for Ben. Instantly Chip zeroed in on them, his grip on his rifle closing out of instinct as he switched from wary to defensive.

"Who are they and what are they doing here?" demanded Morton sharply, moving to block the _C-57D_'s steps.

It was Ben who hastily answered. "Chip, the kid's Rex Salazar. I've met him a few times in the field. The first time was when we beat those EVOs in Lake Cayuga in New York. The guy is Agent Six. They're agents for Providence. They're cool." He glanced over at the small group. "I dunno who the woman is, but I can vouch for Rex and Six."

"Doctor Holiday," Calan provided. "She's Providence's top scientist. She's been with us almost from the start. All three have top clearance and are authorized anywhere within the complex. I can have them escorted out if you prefer."

Morton's blue eyes narrowed, focusing intently on Six as if to size up a fellow predator. Finally he relaxed his grip a bit as he said, "They're not to have any contact with our rep unless I clear it."

Calan nodded, willing to promise Rex's good behavior in return for this meeting going off as planned. He knew a little of what was at stake, and therefore he was willing to back off and give DexLabs what they wanted for a day. They had agreed that only Calan and his troop would be here, so the presence of the others was a break in protocol. They had Ben10 to thank for letting the meeting go forward. With a final long, hard look, Morton turned back to the gunship.

"Sir, you can exit."

**OoOoOoOoOoOoO**

Dexter loosened his harness (_Keep it on until I say you can leave the ship, sir_ having been ingrained in him for years) and straightened his coat and gloves in the brief ritual that allowed him to shift from quirky Boy Genius to the owner of DexCorp International. In the terms of his department heads, it was a matter of going from the mild-mannered Dextrose mode to the aptly named Dex Luthor mode. Game face set, he was taking the first step down when a voice, carried by the acoustics of the docking bay, reached his ears.

"Finally. His majesty."

The voice was young, excited and impatient in equal measure, and had a faint hint of an accent. Dexter glanced at his escorts, almost taken aback. By Chip's stony expression and Ben's struggle to keep from laughing at the arch look on his face, he knew they had heard the ill-timed remark. The stocky blond Providence officer with them seemed to be tapping into all reserves of patience. Based on his unhappy stance and struggle to control his annoyance, Dexter figured whoever had said that would get an earful from this man, and so he opted to ignore the comment and let Providence deal with its own. Besides, his father had told him to behave and he would - within reason.

He glanced around the docking bay, mentally critiquing the design and armaments of the jump jets parked in neat rows against two walls of the huge room. After years of refinement they were a respectable fighter and he knew they used one of his company's targeting systems. One jet stood out among the group – it was black and more heavily armed than the other fighters. A prototype, perhaps, or a squadron leader. He swept his eyes over the three additional people in the bay with them. Small wonder Morton's hackles were up since the only ones who were supposed to be here were Capt. Calan and his troop. Dexter knew exactly who the three people were and each was remarkable, though it was Agent Six in his green suit and dark glasses that intrigued Dexter the most. His interest was personal, not professional, seeing as how Six represented half of the reason there was such intense animosity between DexLabs and Providence.

It was impossible to read the man's reaction, if indeed he had one to seeing Dexter here. Did he have any idea of who Dexter was? Surely he must. The woman next to Six – Rebecca Holiday, probably the world's foremost expert on EVOs – was staring at him with disappointment so intense her expression was almost comical. Dexter remembered seeing her when he had accompanied the Professor and the Powerpuff Girls to Harvard University the autumn prior to his being made Utonium's ward. A brilliant woman; probably she had hoped for his father. Dexter wondered if she remembered him. By her shocked look, he assumed not.

The teenage boy with them instantly put him in mind of Ben. Rex Salazar had the same wiry build and grace and the reckless air of someone that battled well and often even if he had nothing in common with Ben by way of looks. Ben might be a little older than Rex, though shorter. He seemed brash but friendly enough, and Ben had spoken well of him. Keeping his mouth shut was plainly an issue, but everyone had their moments. For Ben's sake, at least, he would give him the benefit of the doubt.

Calan finally mastered his surprise at being faced with a fifteen-year-old boy, a process Dexter had seen many times before. The soldier recovered quicker than most and stepped back, motioning Dexter and Ben to accompany him.

"Right this way, gentlemen."

Chip gave Ben Tennyson a last stern look, a final order to stick close to Dexter while he (very reluctantly) stayed with the gunship. He wasn't entirely happy with the arrangement, but then he was never happy when Dexter left DexLabs, and on those rare occasions he was even unhappier when Dexter left his sight. Here, at least, they were all on the same side even if they didn't necessarily play well together. That didn't mean that his boss was nearly as safe as he wanted, but Chip and Utonium trusted Ben absolutely and they knew the Wielder of the Omnitrix would stop at nothing to protect his friend. Aware that his security chief was watching him like a hawk, Dexter clasped his hands behind his back, deliberately keeping his hands loose to show Morton he was not nervous. Little things like that went far toward reassuring the sergeant.

A few Providence guards fell in behind as Calan led them past the brightly colored trio that had come to see them. Rex grinned and waved.

"_Hola_, Ben!" he called, and Ben waved back.

"Nice to see ya, Rex. Been keeping?"

Rex was positively beaming, though he tried to play it off and match Ben's cool. "Keepin' busy, same as you." His attention turned to Dexter, and the young boy could feel the intensity of his curiosity as they approached. "Hi," he said.

Dexter returned the curious look, knowing he did not come off anywhere near as friendly as Salazar and not really caring. He was rather glad his company's issues with Providence did not include this boy, but he was not here to make friends. He nodded briefly, knowing Morton might implode if he stopped or spoke to anyone other than White Knight, and kept walking. Ben kept pace with him, throwing Rex a last quick wave. Taken aback, the Latino teen seemed about to challenge Dexter's silence when a sharp look from Calan and Six's hand upon his shoulder stopped Rex in his tracks.

"Stand down," Dexter heard Six murmur.

"Rude much?" muttered Rex under his breath.

"We're not part of this. You don't know the whole story. We're lucky DexLabs even agreed to meeting with Providence."

He knew Ben was watching him from the corner of his eye, and Dexter smirked to hear Agent Six's assessment of the situation as the doors to the docking bay closed behind them. Truer words had never been said as they followed Calan to meet with the other half of the reason why DexLabs and Providence did not see eye-to-eye.

**OoOoOoOoOoOoO**

Rex stared open-mouthed as the docking bay doors closed behind their so-called guests. Finding his voice, he wondered, "Was I just dissed?"

"Not completely." Holiday looked to the dark-haired man beside her. "Who was that little boy?"

Like his protégé, Six was staring (with considerably less visible emotion) after the visitors and their armed escort. Finally he looked back at the gunship and its stern, hard-eyed watchdog.

"Six?"

"Not here," he said, knowing their voices carried. "Let's go to your office, Doctor."


	3. Puzzles

**Chapter Three: Puzzles**

"Dexter? Owner of DexLabs Dexter? That little kid?" squawked Rex, incredulous. He held a hand out to indicate Dexter's (lack of) height just in case his companions hadn't seen the redhead for themselves.

Six nodded. "I'm pretty sure. White Knight said the Chief Executive Officer of DexLabs was coming."

"Wouldn't that be that genetics guy the doc is fangirling over?"

Holiday ignored the pathetic dig and got to typing on her computer. Shaking her head, she relayed the details of her findings. "Utonium is the President of DexCorp International, which encompasses DexLabs and all their international holdings. He's the highest-ranking employee listed on their website, but there's no mention of a CEO - _Wow_." She scrolled down the page, impressed by some of the names she was seeing. "A lot of top people work there."

Said Six, "Case in point, the man guarding the gunship right now."

"You know him?" asked the doctor, her curiosity growing as rapidly as the puzzle being presented to them.

"Of him. Charles Morton, former US Navy SEAL, former lieutenant commander, former executive officer of the _SSRN Seaview_, and now head of DexLabs Security. Providence tried to recruit him four years ago when he left NIMR. Very aggressively, too."

"How come they got him?" wondered Rex, ready to be offended for the sake of the organization that had given him a home and family (a very strange family, yes, but a family nonetheless).

"I'd say they pay better, but I don't think that was his reason."

"Wait," said Holiday, turning in her chair to face Six to clarify a few facts that were threatening to boggle her mind. "NIMR – Nelson Institute of Marine Research? In Santa Barbara? _Seaview_? The _submarine Seaview_?"

"The same, Doctor."

Shock and disbelief showed on her face. "He left all that for . . . guarding some kid?"

"I may be wrong, but given what Dexter's managed to accomplish in just a few years, I wouldn't be inclined to think of him as just _some kid._"

Holiday was silent for a few moments and then returned to her computer. The men waited with varying degrees of patience as she executed one search after another. When she started shaking her head, they knew she had been stumped.

"This is highly irregular. For someone that's the owner of such a huge international company, it's as if this boy Dexter doesn't exist or was somehow erased. No school records, no pictures, no articles – nothing. Not even a message telling me the records are sealed. There's nothing about _him." _Holiday sat back in her chair and glared at the computer screen as if it was somehow responsible for her frustration. Right beside her, Six leaned against the desk, lost in thought while Rex was hunting and pecking at the next computer keyboard. "All I'm finding are his published papers. I've read some of them. You'd never guess they were written by – good heavens, he must have been eight or nine when he started publishing articles and essays. Any luck, Rex?"

_"Nada,"_ Rex replied. "He's not even mentioned in the articles about DexLabs or on the ECF site. Are we sure there actually _is _a Dexter? He could be, I dunno, a spokesperson or something."

"Would you hire a kid to speak for your internationally acclaimed company?" challenged Holiday.

"Good point," Rex allowed, backing off that theory until something better came along.

"Dexter is a real person," said Six with authority neither of his companions would even hazard to doubt. "You just saw him. I've never seen or met him before today. I understand he's something of a recluse and very heavily guarded. He deals mostly with the Plumbers, which probably explains Tennyson's presence." He had their undivided attention, and they were waiting for more. "Doctor, do a search in our database for Patrick Utonium."

She complied eagerly. "There are two files. One is from three years ago and the other is from eight years ago. Just when Providence was being formed," she added.

"Open the more recent file."

Holiday blinked as the words 'access denied' appeared on the screen when she tried to obey. Surprised – since she had top clearance and had never been barred from anything in Providence's database – she drew back and frowned in consternation.

"What on earth?"

Six hadn't looked at the computer, but the doctor's reaction told him what he needed to know. "Three years ago Providence was called upon to back up the Plumbers down in Starke, Florida. I wasn't there. All I know was that we helped enforce an FAA order to ground all commercial and private aircraft in Bradford County. Utonium was present when the Plumbers and US Army boarded an aircraft bound for Venezuela."

"What were they after?" questioned the doctor.

"I don't know."

"Who _was _there?" asked Rex, intrigued.

"Diggs Hutton."

"You can ask him," the young man hastily said. The mention of his one-time drill instructor from Providence's boot camp was quite enough to cow him even as his curiosity spiked.

"Not if the record is sealed I can't. And don't you try, either. You'll be put on report."

"Yeah, but you'll bail me out, Six."

"I'm the one that'll report you."

Rex sank low in his seat, trying to be invisible until a new topic could save him.

"What about this older record?" asked Holiday once the verbal sparring match was finished.

"Open it."

"Spearhead Event," she read aloud. "It's a scientific paper dated nine years ago by Professor Patrick Utonium."

"Da wha?" asked Rex, rolling his chair next to hers to see.

"It happened ten years ago in Townsville," supplied Six. "A mysterious storm hit the city. The raindrops contained microscopic robots that devoured almost anything carbon-based."

"Nanites?" wondered Rex.

"He called them nanobots," the doctor replied, scanning the paper. "They're not nanites. Nanites are constructed on a nano scale – molecular scale," she amended when the teen gave her a blank look. She enlarged a diagram of the squid-like robots included in the paper. "The nanobots Utonium is describing here are actual robots, though they'd be invisible to the naked eye. Fleas to elephants, nanites to nanobots, Rex."

"So I have fleas?"

"Better than having elephants."

Six continued his narrative. "Utonium and his daughters, the Powerpuff Girls, managed to contain and eventually destroy the nanobots. He did save a few samples and maintained them in a carbon-free container in his lab."

"But _Spearhead_?" wondered Holiday. "That's usually indicative of a hostile invasion."

"Given the unique situation, the unknown origin of the attack, and the destruction of so much of Townsville, Utonium conjectured that the storm was a first field test of a new weapon."

They stared at him in quiet astonishment.

"Why haven't I ever heard about this?" demanded the doctor, offended on a personal and professional scale.

"Utonium only contacted a small handful of people with his findings, and all but one of them dismissed his research and conclusions. Later Providence went to great lengths to suppress knowledge of the event."

"Why?" asked Holiday. "In retrospect, this might be the precursor to the Nanite Event!"

"It just might," agreed Six. "However, Utonium's area of expertise is genetics, not robotics or nanite technology. The experts in these fields felt he was exaggerating the threat and the destruction."

Rex looked up with interest. "Who listened?"

There was a pause, and finally Six said, "Dr. Gabriel Rylander."

Small sounds of displeasure reached his ears as his companions considered this unwelcome bit of information. Rylander had worked in Abysus on the initial nanite research that eventually erupted into the Nanite Event.

"Utonium eventually sent Rylander samples of the nanobots. We don't know what happened to those samples, but they were presumed destroyed when the facility in Abysus blew up."

Holiday's green eyes narrowed. "Is there anything indicating the origin of the storm or the nanobots?"

"None I'm aware of, but the situation was effectively buried."

Rex folded his arms across his chest as he turned his chair to face the green-dressed man. "You seem to know an awful lot about this, Six. Any reason why?"

"Yes."

Eyebrows raised, lips pursed, Rex gave him an expectant look. "This wouldn't have anything to do with all that bad blood between Providence and DexLabs you were going to tell me about before, now would it?"

Holiday likewise turned and faced him, interest plain on her face. "Six?"

"It's a long story," he said with some reluctance.

"We got time," Rex assured him enthusiastically.


	4. Bad Blood

**Chapter Four: Bad Blood**

"_I don't like this."_

"_We have orders."_

"_Pretty heavy-handed ones. Did Fell even speak him and ask if he could _have_ the information?"_

"_Utonium doesn't give his research away, partner. He's refused all requests for information on Chemical X and the Powerpuff Girls. Why would he just hand over the report and the specimens?"_

_Six favored him with a frown. "Chemical X is patented and highly dangerous. The Powerpuff Girls are his children. We're just looking for a research paper. Is it worth risking lives and property and possibly implicating Providence?"_

"_Ask Fell next time you see him," advised White with a wry look. He stabbed a button on the consol before him. "Let them go!" he ordered before settling back in his seat. "This is going to take a few minutes."_

_They watched the rain run down the windshield of the troop carrier for a few minutes. Six asked,_ "_Why don't you and I go speak to him?"_

"_Stick to the plan, Six. Look at the man's daughters. We don't know what else he might have in there."_

"_My point exactly."_

_They didn't have to wait long. Not ten minutes passed before three streaks of light – blue, pink, and green – came arching out of the house as the Powerpuff Girls flew to the outskirts of Townsville to take on the hungry EVOs that had been released in Ride Park. They waited another minute, and then White gave the order._

"_Move in!"_

_He did not want to be here or do this. Granted they had a warrant, but Fell had not exhausted simpler, more reasonable methods first to get what he wanted. This was underhanded. Wrong. Dishonorable. He fell in behind White as the old-style house was surrounded. Battering rams slammed into the front and back doors and Six joined the swarm of men and weapons pouring into the house._

_Glass shattered and a gasp of surprise reached his ears. Swords in hand, he led White to the kitchen. A tall, black-haired man stood facing a row of rifles, undisguised shock and fear on his face. There were broken plates and flatware at his feet, and one of the soldiers had knocked a plant to the floor, spilling dirt. Utonium had been doing the mundane task of cleaning up after dinner when suddenly his home had been stormed. Six felt a pang of sympathy for him and his alarm._

"_Doctor Utonium?" demanded White, his gun drawn and aimed squarely at the man's head._

"_What?" breathed the man, backing away from the weapon. _

_White produced the warrant. "We have orders to seize all copies of research, notes, writing, recordings, photos, specimens, and all other data and related research to the nanobot event you detailed in your paper of last year entitled Spearhead Event."_

_Confounded, Utonium stared at him as if White was out of his mind. "What?"_

"_Refusal will result in your immediate arrest on the grounds of resisting and failure to comply with a court order."_

"_What? Who are you people? What are you doing in my house?" He glared down at their muddy boots on his clean white floor and by the look in his eyes Six knew that they had screwed this operation not just up, but up one end and down the other. _

_Before White could make the situation worse – he was a good soldier and leader but a poor diplomat - Six stepped forward, keeping his voice low and his tone even. "Weapons down. I said down," he snapped when a few of the soldiers hesitated. Ignoring White's glower, he put himself in the line of fire, forcing his partner to lower his gun as he sheathed his twin katanas and held his hands up for a moment to show the man he had no weapons readily available. "Doctor Utonium, I realize this is unexpected and unorthodox for you -"_

"_So you do home invasions all the time?" demanded Utonium, eyeing the completely unreasonable number of soldiers standing in his kitchen._

"_No."_

"_You do realize I don't even have to raise my voice to get my daughters back here in about ten seconds?"_

_That had not come up in the pre-mission briefing. There wasn't a one of them that was under the delusion they could stand up to the Powerpuff Girls for longer than it would take the girls to hit them with their heat vision, which was why they had been drawn out of the house and far across the city._

"_I do," said Six because he knew it now and because he could tell Utonium wasn't lying. He didn't have to when the truth was so much more effective. "I respectfully ask you hear us out."_

"_Respectfully?" echoed the Professor in disbelief. He looked at the bristling soldiers, their weapons, at White clutching the warrant in one hand and his gun in the other, and finally at the broken dishes at his feet. "If this is your idea of respectfully, why don't we just skip it and get to the point? Who are you and what are you doing in my house?"_

"_I'm Agent Six. This is my partner White. We work for Providence, the international agency establ-"_

"_I know what Providence is," interrupted Utonium coldly. "What are you doing here?"_

_Six reached out and White slapped the warrant into his hand. Holding it out to the unfortunate scientist, he said, "We've come to collect the data listed here."_

"_Or arrest me," he reminded, looking around Six to address White._

_The burly blond gave him a hard look. "Those are our orders."_

_"Convenient." Utonium held his hand out for the warrant. He took his time reading the document, and Six knew full well that he had it committed to memory by the time he looked up and gave them a cool, disgusted look. _"_George Fell. I should have known."_

"_You know the doctor?" asked White._

"_Obviously." By his tone they could tell he held Fell in contempt, a sentiment many people in Providence shared but left unsaid. "He was a year ahead of me at Harvard. He failed to graduate with his class or mine." He returned the warrant to Six, glancing at the show of force going on in his kitchen. "Providence seems about his speed." _

_They deserved that dig. Six took the paperwork back, uncertain of what the man intended to do. Utonium folded his arms and remained silent._

"_Well?" White finally demanded. "Are you going to hand over the items listed?"_

_Utonium ignored him and addressed Six. "My cooperation depends on what will happen to my research and the specimen I still have. Where will it go? How will it be transported? Who's going to be responsible for it? Who will have access to it? What guarantees will you give to secure the safety of the nanobot? It was incredibly difficult containing and destroying them. They're self-replicating in the presences of adequate carbon. If the one I have left were to escape, the results could be disastrous."_

_Six knew if he was willing to risk arrest and incarceration to keep the world safe from the nanobots then the danger these robots presented was very real. Professor Utonium was a man of honor and principle and despite his mild tone there was steel beneath that pacific surface. They should have just spoken to him, not threatened him. He was a genius and on the defensive and they had grossly underestimated him and mishandled the whole situation. _

_Or was this Fell's ego they had tripped over?_

"_I will be responsible for it," Six said. "I'll see it safely transported to Providence headquarters. Once there it will be kept in one of our secure facilities. I can't answer your other questions because at this point, I don't know."_

_His honesty and willingness to be accountable gained at least a bit of goodwill. _"_Then I want both of your signatures on a document stating I'm relieved of all responsibility for any destruction or harm caused by the nanobot if it should escape containment once it's removed from my lab," insisted Utonium._

_Began White, "We're not -"_

_"Right now it's safely contained and has been for years. I don't trust George Fell to handle the nanobot with the seriousness it deserves and I have absolutely no reason under the sun to trust you or your storm troopers with something so fragile and dangerous when you can't even enter my house without breaking my daughter's African violet."_

_White pushed forward and gave Utonium a look that had made lesser men quail. "We're not going to bargain or debate. Hand over the information and the sample or you're coming with us."_

_This was a man who was used to dealing with_ _heroes and monsters alike and neither White nor his warrant could intimidate him when he had science and the Powerpuff Girls on his side. Matching threat for threat, Utonium said, _"_I'm calling my daughters in three . . . two . . ."_

"_Done," said Six. He pointed to the counter top where lay a tablet with a grocery list started. "Can I borrow that?"_

_Utonium handed it over along with a pen. Less than five minutes later Six signed the brief note, handed it to White to (very grudgingly) sign, and turned it back to the scientist. As satisfied as he could be at the moment, Utonium tucked the pad under his arm._

"_You and you come with me," he said, pointing at Six and White before heading toward the front of the house. His partner growled, but Six nudged him to shut up and follow. Utonium was cooperating as best as they could expect, given the circumstances. Unless White wanted to tangle with a trio of first-grade girls that could take on EVOs and monsters and most likely all of Providence without a second thought, he would be wise to take whatever flack Utonium wanted to dish out._

_"Clean that up," Six hissed to the soldiers as he left, pointing at the spilled plant. "Now!"_

_He caught up with White and Utonium. The scientist was standing before a non-descript door off the living room, punching numbers into a keypad and saying, "Touch anything in here and you'll be explaining to Buttercup why she got pulled away from a fight with a . . . oh, I see." Suddenly he realized the extent of their deception and he looked at White squarely. "They're some of yours, aren't they? The girls aren't fighting monsters. They're EVOS."_

_White didn't answer. He didn't have to. Six found himself hating this assignment more and more._

"_Lure my daughters out of the house and then move on in. Very courageous. I know who to contact if anyone gets hurt, at least," promised the scientist, opening the door. He led the way down a flight of stairs to the basement. The lab they entered was small but state of the art and spotlessly clean. Immediately he went to one of several computers and began pulling up data. "How do you intend to transport the nanobot?"_

_They had no answer. Six looked at White and they had a silent exchange, their exasperation mounting at yet another thing Fell had overlooked in his zeal. They had not been issued any suitable equipment for that purpose. Finally the blond said, "If you have a containment unit, Doctor, we would appreciate the use of it."_

_"It's Professor, not doctor." Utonium sighed and shook his head in disgust, starting to download the information they were here to seize. "What were you planning on? A cardboard box? You know if Providence had contacted me and struck up a dialogue I would have been happy to get rid of the nanobot and I would have had time to make a secure carrying case. As it is, you're getting it exactly as I've got it contained right now."_

_As he spoke he unlocked a heavy, vacuum-sealed door similar to the ones Six had seen in Providence's laboratories. He moved to keep him in sight, but the scientist did nothing more than unlock a case on a shelf within the secure storage unit and pull something out. He locked up behind him and, stepping over to White, plunked a pretty, little, glass perfume bottle in front of him. The computer pinged, and the ornate bottle was joined by a datastick a few moments later. Six stared, realizing the bottle's glass stopper was melted to seal the opening._

_"It belonged to Bubbles," explained Utonium. "We were in something of a rush. It was the only thing we had readily available that didn't contain carbon that was readily available to the nanobot and could be sealed. It's possible there was perfume or some other residue in it, so odds are good the one nanobot I had multiplied." He smiled. "It's all yours."_

_"How do we know this is the only copy of the information?"_

_It was clear the man's patience was wearing thin. "It's not. Don't be ignorant, White. More than half a dozen scientists around the globe have copies of the final paper. Fell wasn't one of them – he must have heard about it from Hawk or Quantum. Even if I erased everything off my computers I could still sit down right now and reconstruct the whole report from memory."_

_Six saw his partner's blue eyes grow sharp and narrow. He hadn't expected that, but then he wasn't used to dealing with scientists outside of Fell and he'd never encountered a genius of Utonium's caliber before. _

_"Our orders were to remove all copies of the research."_

_"Does that mean you'll be removing me as well?" he asked brightly. "I'm a living, breathing copy of it. If that's the case then the nanobot and the data stays right here. Your choice, but if Providence can't provide adequate care, my daughters will have to come along, too."_

_He had them and they knew it. There was no denying that he was cooperating, but he was also doing an excellent job of pointing out the weakness of their case and using their own rules against them. _

_"You mentioned other people have copies of the paper you wrote," said Six, giving White time to think over their dilemma. "Hawk and Quantum. Who else saw your work?"_

_"Why? You haven't kicked down enough doors in one night? Nice try, Agent Six, but that list isn't included in your warrant. Besides, all but one of the scientists who saw it dismissed my findings. Find out for yourselves, gentlemen."_

_"We could detain you on charges of obstruction right now," stated White._

_"Probably," agreed Utonium, nonplussed at the idea of being arrested. "Proving as much would be another issue and frankly my lawyers are going to have a field day with this as it is."_

_In the end they left him alone, taking the datastrip and the perfume bottle holding the nanobot. Utonium even gave them a padded case from one of his instruments to carry their spoils. Six and White were silent as they returned through the pouring rain to the troop carrier. They didn't have to speak – they each could sense the other's feeling of not just losing this round, but of having been soundly beaten. Once in the vehicle they learned their night had just gotten longer still – the Powerpuff Girls had overpowered the EVOs and, thinking they were monsters, brought them to Monster Island and let them go. The trio of EVOs had scattered, and now they had to go and get Providence's property back before returning to headquarters._

_"Not our finest hour," Six said, still holding the case with the nanobot._

_White started up the carrier's engine with a savage growl. "Not even close, partner."_

**OoOoOoOoOoOoO**

"So then what?" Rex asked, as entertained as sympathetic at hearing the sordid tale.

Six's voice, while bland, held a hint of disgust. "Fell started something of a negative press campaign against Utonium in retaliation."

"Sounds like George," Holiday replied. "So Utonium was probably right."

"I don't know. I do know that Utonium sued Fell and Providence for damages, slander, and libel, and . . . won."

Her green eyes narrowed. "Is that why we didn't get any raises for three years?"

"Yes."

"It's a good thing Fell left Providence."

"Not many people would argue."


	5. Trade Negotiations

**Chapter Five: Trade Negotiations**

They walked in silence, mostly because Dexter had no interest in learning more about Providence or disclosing his purpose for this visit and Ben, though talkative, was following Dexter's lead. He took in everything that he saw, though. Providence was a military establishment and looked it, utilitarian in comparison to DexLabs. Calan escorted them deep into the complex, the layers of security increasing the closer they drew to the heart of the building. Finally the captain stopped at a heavy door and keyed a comm unit built into the wall beside it.

"Sir? Your guest is here."

_"Show him in, Captain,"_ came a deep, no-nonsense sort of voice over the unit. The door opened, revealing a plain white room beyond.

"This way," Calan said to Dexter, gesturing for him to proceed. Dexter stepped forward and Ben moved to follow, but the officer stopped the older teen. "Sorry, Commander, but the invitation was only for the CEO of DexLabs."

Ben looked at the blond squarely and quietly stated, "Nothin' doing. I go with him or we leave right now."

Calan hesitated, able to tell Ben meant business. He looked at Dexter, who nodded in silent agreement with Ben. When the answer wasn't forthcoming instantly, Dexter turned and headed back for the door, quite prepared to leave without addressing the business that had brought him halfway across the country, and resumed his place at Ben's side.

_"Is there a problem?"_ asked the voice, sounding annoyed and clearly addressing the unfortunate officer caught in the middle of this skirmish.

"Sir, Commander Tennyson is insisting on accompanying your guest."

"I have my orders," Ben said, though not without sympathy for Calan's predicament. "He's not allowed out of my sight."

"Sir -"

_"I heard. Let them both in, Captain Calan."_

"Yes, sir," said Calan, sounding relieved the issue was resolved. He stepped aside and let both boys into the room.

It was a reception area of sorts with a few seats set up on the far side of the room and little else to relieve the starkness. It was so brightly lit that Dexter's white lab coat seemed to glow, and he recognized the light for what it was – a sterilization screen designed to kill any surface bacteria clinging to them or their clothes. It was harmless, though the social and scientific equivalent of being told by a stranger to wash your hands before eating, and since White could not leave the secure rooms where he lived, Dexter understood the precaution. He could no more risk exposure to disease than he could to nanites. Facing them was a wall of glass, and waiting behind the wall was a man – White Knight, the director of Providence.

He had a stocky, powerful build, and Dexter was immediately put in mind of a bulldog with a big, square head, pronounced jowls, and large paws. Everything about him was pale and colorless - his skin and hair looked bleached. Even his suit was white, and his black shirt just made everything around him look that much more washed out. It was hard to gauge his age, though he knew from a bit of research that White was in his early forties. A career soldier, loyal, hard, imperious, inflexible to a point, ruthless if necessary, many people would have thought White Knight's priorities were skewed, but Dexter did not. Dealing with EVOs was no simple task, and as the head of Providence, White often had to make unpopular decisions. That, at least, Dexter could understand.

No, the only thing Dexter thought was skewed was White's perspective, and that had happened even before he'd been confined to a handful of nanite-free rooms here in Providence headquarters.

With Ben a few feet behind him he walked up to the glass and regarded White with interest and professional curiosity. White Knight looked at him with similar interest that bordered on astonishment. Dexter knew he was, perhaps, the last person White expected to see.

"Welcome to Providence," he said. "I'll admit I'm surprised to see you here, Dexter. I was expecting Professor Utonium."

"Understandable," said Dexter, "considering it's only slightly easier for me to leave DexLabs than it is for you to leave these rooms. My father was not inclined to come, but he recognized the importance of opening a dialogue between our organizations and allowed me to pursue Providence's invitation." He glanced at his companion. "This is ECF Commander Ben Tennyson, grandson of Plumber Magister Max Tennyson and Wielder of the Omnitrix."

"Rex has mentioned your name often," White said to Ben, clearly putting himself out to be agreeable. "Would you like to sit?"

"Actually I prefer to stand. I've been sitting for hours," Dexter said, "but don't let me stop you, Mr. White."

So far, all very careful and polite. Hostilities were being kept to an absolute minimum. Dexter wondered how long this dance could go on. He was not surprised that White knew who he was considering the assistance Providence had rendered the Plumbers three years ago.

"There have been a number of occasions when Providence troops have found themselves working in conjunction with the KND and ECF troops," White Knight said stiffly, resuming his seat. Ben likewise perched on the nearest bench, listening attentively. Dexter had told him exactly why they were here, and his curiosity was piqued even as he enjoyed the sight of his best friend in mogul mode. This was the Dexter he had first known – cool, aloof, and annoyingly superior.

"So I understand," stated Dexter. "Commander Tennyson was present for two such occasions. The first time was when your troops came across an Infection not far from Peach Tree Commons and then when some EVOs were mistaken as Fusions in the Finger Lakes. There have been other encounters between our forces, of course."

"Yes, and the cooperation displayed by both sides proved to be extremely beneficial."

"Indeed, especially from Providence's point of view."

"You're right," allowed White Knight, though reluctantly. "Your Null-Void technology proved to be highly effective against EVOs."

"Considering that EVOs are held in a state of mutation by nanites and that Null-Voids interrupt the flow of energy, electric currents in particular, that would be a reasonable expectation."

"That's also why Providence is interested in acquiring some Null-Void weapons."

"For use against EVOs?"

"Yes."

Dexter shifted. "For the very reason they work, Null-Voids should not be used on living things. Animal hearts and brains and nervous systems are sustained by electrical charges. To interrupt these processes could be highly dangerous."

"There's been no testing against living subjects?"

"Never," snapped Dexter, offended by the notion. "DexLabs does not engage in such things."

Ben had the decency not to make a sound. He knew perfectly well that in the past, Dexter had been more than willing to use himself as a lab rat (or inadvertently get caught in his own experiments when DeeDee barged in and used his inventions against him). When he had worked with animals (back in the days before his phobias reached full bloom and they didn't terrify him completely), usually it had been to help them or augment their abilities. He had learned his lesson the hard way, though, especially when he developed a means of allowing animals to talk, and testing of that sort was expressly forbidden in his company.

"In the occasions that Null-Voids have been used against living creatures, such as in the EVOs in Lake Cayuga, it's been a case of mistaken identity. We've been fortunate to date that no irreparable harm has been done, but there is great potential for it."

"What of the Fusion Monsters? Are they alive?"

"My father is still addressing that question, but suffice to say Fusion Matter in and of itself is not alive or in any way aware. It can be animated and made to imitate life in great detail, but it is not living. Most monsters are comprised of Fusion Matter and inorganic components. There have been cases of plant or animal Fusion monsters, but they're out of the common way and once infected the organics are irreparably corrupted, unlike most EVOs."

"And the Fusion doubles?"

A chill took the redhead at the mention of Lord Fuse's greatest weapons. He glanced at Ben, looking for reassurance as his own memories threatened to rise up against him, and the older teen smiled slightly and gave him a little nod. Twice he had saved Dexter from his Fusion doppleganger, and Dexter knew full that Ben would not hesitate to protect him again.

"Look at them as a virus of sorts," Dexter finally managed to say, his voice surprisingly steady. "The end of an evolutionary cycle. A virus that can't spread on its own or alter its form, but can nonetheless learn and infect its own kind. Fusion Doubles are . . . an imitation of life. What form and consciousness they have is stolen from the host, though their emotions and responses are primal at best."

There was one exception to that rule, but he certainly wasn't going to expand on his nightmarish experiences with the Ur-Dexter. Not to this man. Not even Ben knew everything that had happened when that thing had held Dexter prisoner for three days this past summer. Ben had firmly declined to read the final report on the Fusion Dexter's attempt to take and control his human counterpart. His reasoning was respect for his friend's privacy, and that small gesture meant more than Dexter could put into words even though he knew perfectly well that Ben didn't want to know. He didn't want to know himself, and he had lived through it and had the scars to prove as much.

"They're capable of independent thought," clarified White Knight.

"Based on the responses and knowledge of the person they resemble, and even then on a very limited level. A Fusion copy of Ben, for example, would respond very differently to a situation than, say, a Fusion of me, given our backgrounds and experiences up to the time our DNA was acquired. They seem to share an inherent aggression and what can best be described as anger." He folded his arms. "You're very curious about Fusions, Mr. White."

"I'm curious about anything that can harm the people under my command," White said sharply. "DexLabs has positioned itself to be the world's foremost expert on Fusions and since my people are encountering them more often, I'll take whatever steps are necessary to ensure their safety in the fulfillment of Providence's mission."

Up to and including the risk of being rebuffed by a teenage boy.

"I understand that. But I cannot allow my technology to be used in the fashion you intend."

"In light of whom your guardian is that doesn't surprise me. So I suggest a compromise – allow Providence to purchase Null-Voids to be used only against Fusions."

"How can you possibly guarantee that?"

That hit on professional pride. "Providence soldiers are highly trained and accountable for their actions."

"I'm sure."

"We could allow only select personnel to have access to them."

"That is not for me to debate or decide. I'm not of age, and therefore I cannot enter into contractile negotiations. That job falls to my father and his staff. I'll provide you with all the necessary contact information."

The lofty tone was typical of the Boy Genius, and White Knight glowered a moment at being dismissed before he mastered his annoyance. He was not used to being handled at all, let alone so shortly, and he had to satisfy himself with giving Dexter a hard look.

"Is that all?" asked Dexter. "Perhaps now we could discuss the real reason I'm here, Mr. White?"


	6. Breach Protocol

**Chapter Six: Breach Protocol**

"_Ready, Dad?"_

"_Fire away."_

_He was unable to suppress a small grin as he manually aimed the Kurze Kanone (which, as a matter of course, had been redubbed the Crazy Cannon by DexLabs techs, the Plumbers, and the the US Army alike) at the target at the furthest reach of the runway excavation. They wouldn't have many opportunities like this in the future since the runway was going to be paved and put to use in little over a month. In the meantime, Dexter was taking full advantage of having over 5,000 feet of flat, uninterrupted clearance to see how effective this first generation of Null-Void howitzers did at (almost) maximum range. _

"_How__'__s __the __targeting __interface?__" __asked __Utonium, __hovering __close __and __protective. __They __were __outside __by __the __nearly-finished __hangar, __sneaking __in __a final, unannounced and not exactly authorized (but relatively harmless) __test __that __the __town __fathers __of __Downtown __probably __would __have __balked __at __until __they __recalled __exactly __how __much __DexLabs __was __contributing __to __the __local __economy. __Simply __put, __DexLabs _was _the __local __economy, __and __therefore __the __cute __little __boy __with __the __amusing __accent __in __charge __of __the whole __company __could __be __forgiven __a __great __deal, __including __the __discharge __of __long-range __weaponry. This was the first time in several weeks that Dexter had stepped outside and even though he was focused on the Kurse Kanone's test, Utonium could sense his underlying anxiety at being so exposed. Since they had returned from Florida, Dexter had grown more and more withdrawn and fearful and the insecurities and phobias he had been trying so hard to overcome had come back full force. For the boy's sake he stayed very close and made certain the Sgt. Morton did so as well._

_From where he sat at the howitzer's controls, Dexter did a final check on the instrument panel. "All systems are working within expected parameters. Computress, continue to monitor and record."_

_"Yes, Dexter," said the computer through the comm unit on the gun._

_Their target today was Kilroy Green's old car, recently usurped by a newly restored Spitfire convertible. There wasn't a person present – and Green topped the nerd-strewn list - who questioned that the '78 AMC Pacer needed to die, preferably horribly. While Dr. Weiss was all for dissecting the vehicle to figure out how and why it still managed to run, even he had to agree that shooting it with a Null-Void was a fitting death. Dexter had offered to let his physics toutor put the Pacer out of its misery, but Kilroy insisted that Dexter should be the one to test fire the big gun. Utonium had bought the old car for a grand total of one dollar, and everyone agreed he'd paid far too much and congratulated Kilroy on such an outstanding sale. It was idling at the end of the runway, the radio blaring its swan song of country music as it poisoned the air with oil-heavy fumes and dripped coolant. _

_"Target set and locked," said Dexter. "Your last chance to have a second car, Dad."_

_"That's not a car," said Utonium, looking up at him. "It's an abomination. Shoot it now."_

_Dexter chuckled. "Fire!"_

_The howitzer hummed as it spat a beam of white plasma down range. The shot engulfed the Pacer, instantly silencing and stalling it. Five more shots in rapid succession and the car's battery disgorged the last of its electrical charge and disintigrated, dropping straight down out of the engine in pieces. Happy shouts rose up from all sides._

_"Don't get smug, Dexter," warned Kilroy, pointing up at his student without even looking away from the steaming wreck. "That happened once a week."_

_Only Dexter, the Professor, and his newly-hired head of Security remained behind when the rest of the scientists and their crews piled into a few cars and went to make sure the Pacer was completely dead. Dexter and Utonium sat on the steps up to the howitzer's contols, pouring over fresh printouts and boring their audience. Dexter edged right up against Utonium, and the Professor smiled to see how much effort the twelve-year-old was putting into keeping calm. They had been out here for several hours setting up the howitzer and Dexter was almost at the end of his tolerance for fresh air. As soon as the others got back Utonium was determined to get Dexter back inside._

_"So what do you think, Chip?" the Professor asked the security officer._

_"The Pacer had it coming, sir," was the bland reply. He gestured at the howitzer. "So will this work against more than cars?"_

_"Much more," said Dexter. "This gun and fourteen more just like it will be sent to Corimor, a planet orbiting Lyra II. They have been invaded by mineral-based Fusion monsters."_

_Upon taking the job with DexLabs, Chip had found out only then that the vast majority of his new boss' customers were aliens - as in shoppers from other planets aliens. A lesser man might have quailed, but Charles Morton had seen more than his fair share of aliens, mutants, and monsters in his time on the _Seaview_, and he took the situation in stride. His primary job was making sure the genius behind the Null-Void was safe and happy, which for the most part meant locked up in his underground laboratory. _

_"We might have to modify the controls for the Lyrans," Utonium said. "According to General Shaan they don't see as many colors as we do and might have difficulty with the screens."_

_"We should be able to ada-"_

_"Warning! Energy levels building in immediate vicinity," warned Computress, her voice coming across the communicator Utonium wore on his wrist and Chip's radio. Utonium and Dexter jumped to their feet, checking the Kurze Kanone, but the weapon was completely powered down._

_"Computress, can you pinpoint it? What sort of energy?" asked the boy, confused._

_"I've never seen this signature before. The focus is twenty feet in front of you."_

_"What's causing it?" called the Professor._

_"I don't know."_

_Morton's rifle was at the ready and he moved between the scientists and the proposed energy. As they watched, a swirling red vortex appeared in mid air, occupying only two dimensions and looking like a bloody tear in space. There came a sound like a girl laughing and suddenly the vortex moved forward. Chip opened fire, but the energy engulfed him and the vortex vanished, taking the man with it. Dexter let out a shout of fear just as Computress warned,_

_"Dexter, behind you!"_

_Utonium seized Dexter, twisting around as another dimensional portal opened overhead. He dragged the boy aside, spilling both of them to the ground as the half-dozen shots Chip had fired smacked into the ground where they had been standing. A moment later Chip Morton was hurled through as well. He landed heavily and rolled to his feet. The Professor helped Dexter to stand, keeping him at his side._

_"What the-?"_

_More giggles reached their ears, the sound of someone enjoying another person's fear, and then a sing-song voice said, "You're not as smart as you think you are, Dexter. And you're not very safe, either."_

_Suddenly a vortex appeared immediately to the Professor's left and a large, misshapen hand reached out and seized his arm, yanking him into the swirling red energy. He let go of Dexter with a shout, pushing him away, only to immediately reappear on the other side of the boy. With so much momentum, Utonium plowed into Dexter, knocking both of them to the dirt again. Laughter rang out._

_"Dad, are you hurt?" gasped Dexter, terrified. _

_"No," he said, sitting up and holding his ward close. "Computress!"_

_"By the howitzer," said the computer._

_They twisted around to see and Dexter staggered to his feet. At the base of the Null-Void laser stood a grotesque and disturbing Asian girl a few years his senior. That she was an EVO was immediately evident by the extra pair of arms protruding from her sides. She was plainly dressed in skirt and blouse, and she hunched over so that her stringy black hair hung over her eyes. Her smile was both twisted and sadistic._

_"Anything you make, I can take," she said._

_"Chip, no!" shouted Utonium when the security officer leveled his gun at her. "The plasma chamber could rupture!"_

_The girl laughed, and another vortex, larger this time, appeared as a flat disc over the Kurze Kanone. She waved a few of her hands and t__he vortex dropped down, swallowing her and the Null-Void howitzer. Dexter let out a sound of fury as he was left with nothing more than dirt and the testing equipment._

_"NO!"_

_It was gone. Months of planning and designing had been stolen away in an instatnt. Dexter stared, trying to wrap his brain around events. He was feeling a tumult of emotions, but rage emerged first._

_"Computress, can you read the tracker on the Kurze Kanone?" shouted Dexter._

_"Tracking . . . tracking . . . tracking . . . it's in South America. The Brazilian rainforest."_

_"Remote detonation. Now," he commanded._

_"Initiated. Detonation in eight point seven minutes."_

_"Dexter!" Utonium knelt before the boy, both hands on Dexter's shoulders as he turned him around to check on him. "Are you hurt?"_

_"Not physically. You?" He looked past the Professor to his bodyguard. "Sergeant?"_

_The two men shook their heads, and Utonium pulled the boy into a tight hug to reassure himself that no harm had been done. _

_"Who was that? _What_ was that?" wondered Chip._

_"EVO," said the Professor, panting slightly as he released Dexter. "No idea who she is."_

_They were silent for a while, and then Dexter lifted Utonium's wrist to speak into the comm unit connected to the computer deep underground in his laboratory. "Computress, have you recorded the energy signature for her appearances?"_

_"Yes. Detonation in ten seconds." _

_"Copy all information to the remote download location. Start an analysis of the data collected. I want a means of blocking her from ever doing something like this again."_

_Utonium sighed, gazing at his son with worried eyes. "You're not the only one."_

_"Detonation complete. Kurze Kanone destroyed."_

**_OoOoOoOoOoOoO_**

_The next day a vortex opened up high above the newly finished fountain in the lobby of DexLabs HQ. A long stream of burned, twisted, and ruined machine parts from the stolen weapon showered down into the water, cracking the tiles, breaking the waterfall, and sending water streaming across the floor. The Kurze Kanone's heavy barrel came last, crashing straight down through the rubble. When he heard, Dexter just smirked and asked his father to see if a local artist could be found to make the pieces into a sculpture for the lobby. _

_The strange girl did not return, but if she did, Dexter would be ready for her._


	7. Five, Six, and Chip

**Chapter Seven: Five, Six, and Chip**

He knew better than to be stealthy in this case – it would get him nowhere and not only would it be counterproductive, but rude. Morton was simply not a man to sneak up on. It was much better to walk right up to him, and so that's exactly what Six did. Leaving Rex with Holiday in her lab, he decided to indulge his curiosity and meet the guest from DexLabs that he could probably relate to the best. He could feel assessing blue eyes watching as he walked across the docking bay, so he did nothing to merit suspicion. Nodding to the lieutenant in charge of the guard detail, he made his way past the ring of soldiers and gazed up at the sleek, black gunship.

"Nice ride. What's her maximum speed?"

From where he stood at the entrance to the ship, Morton stated, "She can hit a hair over mach three if the crew is properly suited up, but that's only for extreme emergencies. So far she's only gone that fast in test flights."

"Pretty impressive for a gunship."

"She packs a nice wallop, too."

"_C-57D_?"

His voice held a hint of amusement. "The space ship used in the movie _Forbidden __Planet_. All of Dexter's gunships are named after ships from classic science fiction. The aeroships are named after months."

"I read an article about the _December_ in _Popular __Science_ a few years back," said Six. The magazine article was several years old, but he had actually just read it ten minutes ago. The ship seemed a good starting point to strike up a conversation.

"_Miss __December_. She was the start of what the aeronautics division calls 'the pinup series.'"

It seemed DexLabs was not without its sense of humor. Six looked at him squarely and said, "I'm Agent Six."

"Chip Morton, head of DexLabs Security."

"So that boy you're escorting . . ."

"The owner of DexCorp International."

He found it interesting that he didn't give the boy's name. "We were expecting Professor Utonium."

So bland was Chip's reply that Six knew he had a good idea of what had happened eight years ago. "President Utonium decided not to come himself, but he knows how important it is to strike up a dialogue with Providence."

"I understood that DexCorp's owner was a recluse."

"He is. He leaves DexLabs only on very rare occasions and under special conditions."

They were lucky indeed, it seemed. He shifted the focus of conversation, rightly guessing that pressing for too much about Dexter would shut Morton down completely. "Guarding one boy must be a far cry from serving as executive officer on a submarine."

Morton let slip no emotion as Six displayed his hand a little. "Surprisingly, this is the harder of the two jobs."

He met candor with candor. "I can appreciate that. I've been put in the position of Rex's de facto parent, on top of being his partner and combat instructor."

Morton nodded his complete understanding. "Kids . . ." For a moment he was at a loss for words.

"Complicate things," finished the ninja, thinking of Rex and Noah.

"To put it mildly. I thought fighter pilots and officers over the rank of commander were bad. They've got nothing on teenagers."

"I have to agree." He moved on to the next safe topic. "Is your rifle a Null-Void?"

**OoOoOoOoOoOoO**

They talked for a long time, both of them avoiding mention of the politics between their organizations and sticking to talk of weapons and combat techniques and fighter jets. They found a great deal to discuss. Six was careful to steer clear of Dexter and found that Tennyson was a decent backup subject. Morton, it turned out, considered the young man a friend and fellow soldier and he had a number of humorous stories about him that inevitably included his employer. Six was equally forthcoming about Rex, glad to find someone that understood his steady state of confusion brought on by dealing with a teenage mind. At least he just had Rex and Noah. Morton not only had Dexter to guard, but he had to deal with hundreds of ECF troops and KND moving through DexLabs headquarters on a daily basis.

They were comparing waterfront dives in Hong Kong to those in Bangkok when a faint alarm chimed inside the _C-57D_. Instantly alert, Morton darted into gunship. Six waited where he stood, straining to hear but unable to make out any words until the sergeant barked,

"Six! Get in here!"

He needed no second invitation. Inside the _C-57D_ was small, but the space was well used and there was room for several people. The technology utilized was beyond impressive, starting with the communications unit. Chip sat in the pilot's seat and he was speaking to a 3-D hologram of a young black girl with a long braid of hair and a cap pulled down over her eyes.

"Number Five, repeat what you just told me."

"_Sure __thing, __Sarge,__"_ she drawled. _"__Consider __yourself __grounded __until __further __notice __by __order __of __the __Professor. __We __just __got __word __from __Computress __that __DexLabs __satellites __have __picked __up __an __unconfirmed __FusionFall.__"_

"Where?" demanded Morton.

"_Our favorite Infected Zone – Pittsburgh."_

"What?" Morton's shock was complete. "That makes no sense. Why seed an Infected Zone?"

The girl gestured her ignorance with both hands, clearly enjoying being the one to brief the adults. _"__Numbah __Five __can__'__t __say __as __she __rightly __knows, __but __according __to __readings __none __of __the __Fusion __Spawn __are __reachin__' __the __ground. __They__'__re __disappearin__' __before __they __hit __the __dirt.__"_

"Where are they going? How? That makes even less sense!"

She lifted a finger in friendly opposition to this claim. _"Not __accordin__' __to __Computress. __She __says __she__'__s __scanned __this __kind __of __thing __before __and __she __told __Numbuh __Five __to __tell __you __to __tell __your __boss __to __remember __the __Crazy __Cannon. __So __you__'__ve __been __told, __Mr. __Morton, __and __for __your __sake __Numbuh __Five __hopes __your __boss __knows __what __you __are __talkin__' __about.__"_

Six could practically hear the man's heart speed up. For a moment Morton was silent, processing this news, and then he got right back to business.

"I'll inform Dexter. Continue monitoring and give me regular updates. Let me know if the FusionFall is confirmed or not. We'll stay right here until we get the all clear from the Professor."

"_Roger __that, __Sarge. __Keep __cool.__"_ She cast an eye at Six, giving him a once-over that ended in a sly smile. _"__Nice __shades, __Slim. __Numbah __Five __out.__"_

The small hologram vanished. Morton let out a long sigh. He had the look of a man with more questions than answers. Six waited patiently, giving him a chance to catch up with his own thoughts.

"This might make more sense to you than me," he suddenly announced, turning his seat to face the ninja. "Three and a half years ago DexLabs was testing a Null-Void howitzer, the Kurze Kanone, or, as you heard, Crazy Cannon. The prototype was stolen right off the field by some demented girl with black hair -"

"Breach. Extra arms? Opens interdimensional portals?"

"That's the one. You know her?"

"We've met. Often."

"EVO?"

"Yes. She's part of Van Kleiss' Pack."

"Oh. Great. Well, she messed with us a bit and stole the howitzer. It appeared down in Brazil and Dexter activated the remote detonation. It was returned in pieces. Lots of them. She hasn't been back since."

"She's not used to being bested at her own game."

"Something I learned early on in this job – you don't take on Dexter unless you're willing to lose. Maybe she learned a lesson."

"More likely she – or Van Kleiss – is biding time."

"Maybe not anymore," Chip said grimly. "From the sound of things, they're collecting Fusion Matter."

"What can they do with that?" His knowledge of Fusions was limited seeing as how his job revolved around EVOs. Up until now he had never felt the lack.

"It combines with matter orgainic or inorganic and imitates and animates it." Morton grimaced. "Would you want to battle a Fusion EVO?"

For a moment both warriors remembered the worst of the worst they had ever fought in their individual wars. The thought of those forces combining was daunting.

"This . . . could get ugly fast," stated Six.

"Oh, yeah," Morton agreed.


	8. Why, How, What

**Chapter Eight: Why, How, What**

Watching Dexter and knowing him as well as he did, Ben could tell his friend was up to something as the exchange with White Knight ground to a halt.

"Is that all? Perhaps we could discuss the real reason I'm here, Mr. White?"

A scowl creased the man's heavy features. Ben could easily guess his thought process. Like so many before him, White had underestimated the Boy Genius and like many before him, he needed a moment to recover as the ginger-topped brat in the coke-bottle glasses and the crazy accent saw right through his pretences and put him on the spot. Dexter clasped his hands behind his back and stood straighter, a sure sign that the siege warfare had commenced. When it came to business Dexter didn't pull punches or waste time, and his name was synonymous with audacity. Ben was grateful that they were on the same side, and he did not envy White Knight in the least.

"You seem well informed," White finally stated in a carefully controlled tone.

Dexter lifted his chin and coolly said, "As do you."

Ben could have sworn the temperature in the room dropped by five degrees when Dexter spoke. This was better than watching Julie play tennis, and to borrow some terminology, the ball was in White Knight's court. He waited expectantly, completely entertained and glad he wasn't in any way involved.

White drew a deep breath, mastering his annoyance. Ben had to give him points, he recovered pretty quickly. Probably Rex gave him a run for his money, so no matter how distasteful teens might be to the man at least he had some experience dealing with them. There was nothing average about Dexter, though, as the head of Providence was learning. He seemed to consider his options for a few minutes, and then he said,

"Providence has experienced a series of thefts the past few months ranging from Chinese takeout to power generators to Rex. The perpetrator is a young EVO that works for Van Kleiss, Breach."

Dexter sparked to this. "Dark-haired girl? Annoying voice? Extra limbs?"

All in all, Ben thought it was pretty rich that Dexter would call anyone's voice annoying, considering his own abuse of English. Still, it was one of the things he liked best about his friend.

"The same. You know her."

It was not a question. Dexter smirked and gestured with a purple-gloved hand. "I have her to thank for the sculpture in my front lobby."

Ben blinked. That was unexpected. He knew exactly what Dexter was talking about, a modern-looking configuration of blasted and twisted machine bits entitled _Kurze Kanone 001. _Until this moment he'd never given it a thought. Breach must have found out the hard way that every weapon DexLabs made was rigged with a self-destruct.

"So you're aware of the threat she represents."

"I am. However, after one incident three years ago, this girl Breach has not seen fit to return to DexLabs."

Another deep breath was drawn. "Which, I will admit, is of the great interest to Providence."

"The _why_ or the _how_, Mr. White?"

"_How,__"_ snapped White Knight. "To date our scientists haven't found a means of stopping her."

Dexter looked at him curiously. "And you believe I have."

"Have you?"

"Someone here must be familiar with Mr. Kilroy Green's essay on the creation and control of wormholes and transdimensional portals," he said by way of answering.

"Several of the staff here have read it."

Ben spotted that particularly smug smile on Dexter's face as he clarified, "And understood it."

"Yes."

"So they recognized his data and realized that DexLabs had suffered her attentions?" he provided.

"Something like that," said White Knight, refusing to be goaded.

"Interesting," Dexter replied. "And you believe I can stop her . . . why?"

White leaned forward in his chair for emphasis. "Because some of my staff have also read and understood _your_ paper on the manipulation of wormholes."

"Ah." The fifteen-year-old chuckled softly. There was a wicked, knowing gleam in his blue eyes. "Merely a theory I was toying with. A homework assignment my tutor saw fit to polish up for publication."

"From what I've been told, young man, your theories are more reliable than most peoples' hard facts."

Ben could tell Dexter was enjoying himself extremely. Not many people could long survive a verbal duel with him, but White Knight still had his head (somewhat) above water. Dexter, he knew perfectly well, was a very difficult person to argue with, which was why Ben rarely bothered to try it.

"By your own statement, Breach hasn't returned to DexLabs," continued White. "Given her habits, this tells me she can't or won't, which tells me you've developed a means of blocking her."

"Again, purely theoretical," deflected the redhead. "To my knowledge she has not returned to my property, and therefore any means I might have of repelling her remain untested and unproven."

"Providence could give you the means of testing that theory."

"Thank you, but if I was interesting in enjoying Breach's company again I'm sure I'd be more than capable of luring her in myself."

The pale eyes flashed in frustration. "That one EVO has cost us millions in equipment and damages. If there's a way she can be stopped from interfering with Providence's mission, I'll take any necessary measures to obtain it."

Dexter smiled broadly, something he rarely did before strangers. "Is that a threat, Mr. White?"

Ben sat up straighter, dropping his crossed foot to the floor. White drew himself up stiffly, realizing the stern tone he had used. "No – a fact."

The smile didn't fade. "I think we understand one another a bit better now. Again, I ask you, what's the real reason I'm here?"

White was seething, but he controlled his anger. "If you have a way, be it real or theoretical, of stopping Breach, Providence would like to obtain it."

Dexter considered, but Ben knew perfectly well that Baby Einstein was just stalling and he had maneuvered the discussion to this point. Pushing his glasses back into place, the redhead adopted a more serious demeanor. "And what can Providence offer in return?"

"Name your price."

"Money I certainly don't need, and the research that goes on here is of little significance or practical application in DexLabs. Your technology, while adequate, is second to mine and holds no interest for me. How, then, would I get paid?"

"So you _have _found a means of stopping her?"

"I believe I may have."

With a little glower, White asked, "How would you like to get paid?"

Ben knew - if White didn't - to fear the gleam in Dexter's eyes. The Boy Genius made his captive audience wait the better part of a minute before speaking up.

"In exchange for the data requested, my terms are quite simple and final," he finally said.

"Yes?" was the impatient prompt.

"You, White Knight, will apologize to my father."

**OoOoOoOoOoOoO**

For the longest moment he could not speak.

_"What?"_

The boy looked at him with affected curiosity that wasn't quite enough to hide his smugness. Speaking slowly (which only compounded that horrendous Eastern Bloc accent - with all that money why didn't he invest in some speech therapy?), Dexter said again, "In exchange for the data requested, you will apologize to my father."

The audacious brat. He was actually serious.

"I heard you."

"Oh. Your question indicated that you hadn't. Do you need me to elaborate further?"

"No!" White barked. He stared at Dexter as if he could not believe anyone could have such nerve. He'd suspected from the start that on some level he was going to regret inviting DexLabs here. It had been the right call. Dexter gazed back serenely, as if there was nothing in the world wrong with expecting the leader of a military organization as large and powerful as Providence to debase himself for an incident that occurred almost a decade ago. "What sort of request is that?"

"A simple one in my opinion," was the quick reply.

"You expect me to apologize for following orders?"

Dexter frowned. "No. I expect you to apologize for pointing a gun at my father's head and for being a bully."

"You were in no way involved in that incident."

"Do I need to be involved to find it offensive or take exception to it?" Sharp blue eyes, made bluer still by his tinted glasses, surveyed White coolly. "Did you not just say you'd take whatever steps are necessary to ensure the safety of your people in the fulfillment of Providence's mission?"

It was galling to hear his words quoted back at him so glibly. He'd said it and he meant it, but in all truth he had not expected _this, _had not expected to be cornered by this obnoxious little beast of a child. If nothing else, Dexter gave him a greater appreciation of Rex, who for all his antics and backtalk was at least compliant (most of the time), would listen (to a degree), was (somewhat) disciplined, and did not consider himself White's peer (what was Utonium thinking? Was he thinking?) - or superior.

"Did Professor Utonium put you up to this?"

Dexter snorted. "Hardly, though he hasn't forgotten your conduct. Outside of allowing me to leave DexLabs and knowing what Providence wanted from us, the Professor has no stake in this beyond being the catalyst for my price. The information is mine, not his. I can do with it as I see fit and he won't interfere."

"Some people would say it's your duty and obligation to share the information."

"Just as some people would say breaking into a man's house and threatening his freedom is reprehsnsible."

A light flashed on Tennyson's comm unit just as a small chime rang out from the intercom on White's desk. Looking down, he realized it was Six calling, something he would only do right now if the matter was of extreme importance. His guests likewise seemed to recognize the ugency, exchanging concerned looks.

"You'll excuse me," he told Dexter, not giving him a choice. "I need to take this."

"Of course," said the boy, stepping over to his friend.

White cut off the communicator to the reception area and put Six's call through on the screen. "What is it?"

The ninja offered no apology for the interruption and White neither expected nor needed one. True to form, Six got straight to the problem.

_"We just got word of Breach intercepting a FusionFall over Pittsburgh."_

"Explain."

_"According to Dexter's pilot, Sergeant Morton, Breach is presently collecting Fusion Spawn and transporting it . . . we have no idea where."_

"Has this been confirmed?"

Six looked over his shoulder at one of the Providence operatives in the command center with him. He looked back to White. _"Yes. Our satellite readings match the ones the KND sent to Morton. The FusionFall is relatively small and focused on a valley just north of Pittsburgh. It seems to be directing itself straight into the portal she's opened."_

"It can do that?"

_"According to Morton, yes. The spawns have minimal intelligence."_

"What does Van Kleiss want with Fusion Spawn?"

_"Morton suggested Fusion EVOs. There's more. Because of the Fall, DexLabs has grounded the_ C-57D _until further notice. Our guests will have to stay for the time being."_

White glanced at the redheaded horror in the next room. Could the day get much worse?


	9. Stuck In Place

**Chapter Nine: Stuck In Place**

"Understood, Sergeant," Dexter said, speaking into Ben's comm unit. He released his hold on his friend's arm and sighed. Ben leaned against the bench, thoughtful and concerned as he returned Dexter's steady gaze. Morton had just called with the news that they were grounded, and both teens tried to take the new developments in stride. The redhead found himself more than a little anxious at the timing of the FusionFall – was it coincidence that it happened while he was out of DexLabs? Mention of Pittsburgh had made him lose what little color he had. It had only been a few months since Ben had rescued him from the Ur-Dexter. Dexter was still subject to echoes from the mind probe his doppleganger had used on him – flashbacks, nightmares, headaches, and sudden fits of fatigue. Talking about Fusions to White Knight had been difficult enough, but this . . . this development was frightening. Was this theft or a delivery? Was Breach working with the Fusions? Either way, it did not bode well for the forces fighting the Fusion invasion. He was very grateful to Ben and the hand his friend placed on his shoulder, supporting and bracing him. He was also glad his father had grounded the _C-57D_, inconvenient though it may be at the moment.

Dexter drew a shuddering breath, rallying all his defenses and locking down his emotions (which was possibly the only useful thing he had learned in six years at Huber Elementary School). "Well," he finally said, forcing himself to be calm and trying to salvage the situation. "At least now you'll be able to spend some time with your friend."

Ben smiled and leaned forward a bit. "You know, you can spend time with him too, Dex. Rex is good people, and Six was pretty cool, too."

He didn't commit himself to spending time with the EVO, but Dexter did smile faintly. "At least now White Knight will have time to consider my offer . . . and time to choose his words."

"Think he'll go for it?"

Dexter glanced back at the head of Providence, an imposing figure behind the expanse of desk. "He's no fool."

**OoOoOoOoOoOoO**

_". . . Calan is escorting them back to the docking bay now."_

Rex didn't even pretend to do anything but eavesdrop as he sat next to Six. His justification was that if Six didn't want him to listen he would have contacted White privately, but he did take care to stay out of sight of the monitor. By the terse tones White was using, Rex rather suspected that that this kid Dexter was no pushover. If he actually had any money, he would have paid to see the White Knight get served even though he did have an odd (and possibly misplaced) sense of indignation for White that he supposed was due to a love me, love my dog type of loyalty. The ninja's report was brief and to the point – a FusionFall a few states away was keeping their guests from leaving. Rex knew he probably should have been troubled and more interested in the situation, but he was more excited than anything else because this meant he might have a chance to hang with Ben before the ground stop was lifted.

"DexLabs addressed the possibility of being grounded when the initial arrangements were made," Six said. "They'll be our guests until Professor Utonium deems it safe for them to leave, probably tomorrow or Monday."

_"Why am I not surprised? Put them in the guest quarters,"_ grumbled White, _"and make sure they have anything they need."_

Rex suppressed his glee. Oh, yeah, served. Despite his first impression, the EVO was starting to like this kid Dexter.

"According to Morton neither boy needs much, though we'll have to leave guards around their ship and their quarters. Any progress in getting what you wanted?" wondered Six. He was probably the only person in Providence that White would tolerate asking such a question, and he was answered by his one-time partner with frank sincerity.

_"Don't ask."_

Rex went on listening as Six ordered the guest quarters to be prepared. When he was done, the dark-haired man turned to Rex.

"White doesn't sound too happy," volunteered the teen, trying to hide his glee.

"He's not, so don't provoke him. And don't forget that Tennyson is here to guard Dexter, not socialize."

Rex gave six his most charming smile. "Maybe he can multi-task. So what was White after?"

"That's classified."

He rolled his eyes at the familiar answer and leaned heavily on his hand. "Well, it looks like you made nice with Morton. Think he'll let me within shouting range?"

"No, but then I don't know too many people that like to be shouted at. Why don't you just go talk to them and see?"

"I can do that," announced Rex, feeling (and looking) a bit sheepish at so simple a solution.

"Be careful around Dexter," warned Six.

"I'll tiptoe."

Rex slid out of his chair and headed for the doors. Six watched him go, silently wishing the boy good luck. White might not see it, but there was more than one way to go about getting what they wanted and needed, and giving a friendly and human face to their cause was a step in the right direction.

**OoOoOoOoOoOoO**

"I find the timing and location of this incident highly disturbing."

"You and me both, sir," Morton said grimly.

Ben raised his hand. "Ditto."

They were inside the _C-57D_, both boys leaning heavily on the back of Morton's seat as they watched the Doppler radar showing the FusionFall over the Allegany Mountains. The spot was tiny but so dense it showed black.

"It's aiming for the portal?" questioned Ben.

"Luckily it's not so big a Fall," Dexter replied.

The Wielder of the Omnitrix stared at the screen and drew a long breath. "Yeah, disturbing is a good word. So this is the same thing as when the Crazy Cannon got stolen?"

"Identical," stated Dexter.

"Breach works for Van Kleiss," Morton said in the flat tone of voice that had terrorized the men of the _Seaview_ and told Dexter exactly how serious the situation really was. "The possibility of Fusion EVOs is very real."

Genius and commander alike shuddered at the thought.

"Well, that would justify Providence's request for Null-Voids," muttered Dexter. "It would have to happen fir-"

"Hellooooo! Hello? Hey! Anybody home?"

They looked through the windshield to see Rex standing outside the ring of Providence guards, waving up at them.

"Company," said the sergeant. He looked at the two teenagers. "You want to go outside and play?"

"Sure." Ben grinned and turned to his friend. "Coming?"

Dexter hesitated, looking to Morton.

"This is a secure facility, sir, and one of us just has to be within ten feet of you," said Morton reassuringly, exchanging a quick smile with Tennyson. "I think we can manage that if you want to step out for a while. I had a good, long talk with Agent Six and you can move freely through a lot of Providence." He leaned closer and softly said, "There's nothing we can do about the situation right now, sir, and worrying won't help."

"I doubt I'll be very good company," Dexter said just as softly.

"Hi-iiiiii," called Rex, his voice echoing through the docking bay. "Hello? Knock, knock!"

"Practice makes perfect, Dex," Ben replied, clapping his hand down on his shoulder and grabbing a handful of lab coat. "C'mon, kiddo. Be social."

"Keep that unit on," reminded Chip needlessly, pointing at Dexter's wrist and the slight bulge beneath his glove as Ben dragged his friend along. "I'll let you know if I leave the ship or if I get any updates and I'll tell your father what we know."

"Yes, Sergeant," Dexter said, knowing better than to argue. "Ben, are you sure-"

"Yup. Move it."

Dexter made a nervous little noise and Ben shook his head, pausing to look back at him. "You ate White alive and you're antsy about meeting Rex?"

"I didn't have to be nice to White," he grumbled, stopping a step behind the brunet.

Ben laughed without malice, letting his amusement with his friend show. When he laughed that way Dexter could not help but smile and even laugh at himself a bit as well because he knew how fond Ben really was of him when he gently teased. This was one of the things he valued most from Ben, and because Dexter trusted him so completely, he followed him out of the gunship.

Rex was grinning broadly when he saw Ben coming, but his expression changed to something a bit more forced when he saw that his friend was not alone.

"I'll stay," whispered Dexter, seeing the response he generated.

"Not on your life," Ben returned.

He knew Ben meant it, so Dexter drew a deep breath and threw himself into the fray.

"Rex!" Ben led the way to where the young man waited and gestured at his companion. It was clear he was having fun with their names as he said, "Rex, this is Dexter. He is DexLabs. Dex, Rex. He works for Providence."

Another polite smile. "Hi."

Hands clasped firmly behind his back, Dexter nodded in greeting. A little stiffly he asked, "How do you do, Rex?"

Rex's reaction to Dexter's pronounced accent was everything Ben could have hoped for. The Latino boy out-and-out gaped for a few moments as he sorted out what he had just heard. Struggling with confusion, Rex finally managed to say,

"Uh . . . okay. Um . . . not from around here, are you?"

Dexter blinked, equally confused. "Downtown?"

Silence. They had reached an impasse. Both boys cast Tennyson the same look, as if asking if the other one was really for real and holding Ben wholly responsible. Ben chuckled, enjoying every confounded second, and with great authority he announced,

"I'm hungry."

Rex latched onto the suggestion. "Cheese steaks and fries?"

"Sold."


	10. Give

**Chapter Ten: Give . . . **

". . . and then it was like _splat! _and the EVO fell off the top of the building and knocked about three more of the bedbug things down with it. I saw some of the cars that had been parked on the street. Flatter than Calan's hair," Rex finished with a flourish and the élan of a fighter pilot telling the tale of a dangerous mission.

Walking alongside Ben, Dexter was highly, _painfully _conscious of how poorly he fit in with strangers and people close to his age. At least when he first met Ben the older boy had the decency to drive him to distraction and gave Dexter every reason to want to strangle him, thus avoiding the awkwardness of getting to know a person. Rex's conversation initially focused on the typical teenage topics of sports and girls and music until Ben, noting Dexter's silence and knowing perfectly well his opinion and relative ignorance on these subjects, steered the talk toward monsters and aliens and blowing things up and other things which they could all appreciate.

It had taken Dexter a good five minutes to figure out how to eat his first-ever cheese steak sandwich without wearing it, and the fries served in Providence's cafeteria were not quite as good as the ones from Mr. Smoothy. Heavy as the food was, he was glad to have eaten (though he could not figure out how Ben and Rex had managed to eat sandwiches, fries, two slices of pie each plus milkshakes in record time and were still able to walk upright). Rex had been confused when Dexter had worn his gloves to eat, studied the sandwich from all angles before taking a bite, consumed a large, dry salad instead of dessert, and had taken almost an hour to eat, but Ben had just looked on with amusement at his friend's idiosyncrasies and passed the time by telling them about fighting sea monsters when he was ten. The EVO was now taking them to something called the Petting Zoo, though if animals were involved Dexter was resolved to go back to the gunship to hide and let Ben have his fun. He was finding Rex Salazar almost impossible to dislike, though he wasn't sure he was making quite the same impression.

Dexter stoically ignored the looks he and Ben were getting from the curious Providence soldiers and scientists passing by in the halls while Rex rather seemed to enjoy the attention his guests garnered for him. The EVO boy didn't seem to notice - as Dexter did - Ben's steady state of alert and how the brunet watched everyone that came near. Sometimes he would pause, angling himself so that people would be forced to walk around Dexter. Physical contact with strangers was not acceptable to either boy, especially given Dexter's fear of crowds. The genius knew that Ben took his role of bodyguard very seriously, but he also knew that he had been dragged along for his benefit, and so he tried his best to suppress his phobias and join in the conversation.

"So what brings you guys here?" asked Rex.

Dexter glanced at Ben and said, "An invitation from your White Knight."

Rex chuckled, knowing he was being stonewalled and was not likely to get a straight answer. "I've known him to tell people to get out, but I don't think he's ever asked anyone to _come _here before."

"I'm sure he'll be glad to see me leave," admitted Dexter, producing a snort out of Ben. "Circumstances have conspired against us, however."

Eager to keep the conversation going, Rex immediately asked, "What's with this FusionFall? Do they always act so crazy?"

"They can," said Ben casually, as if he wasn't talking about an invasion force from another planet. Really, he'd seen and done so much since he was a boy of ten that the Fusion Invasion was just one more chapter in the life of a hero. "Sometimes they just drop like rain, other times they do their own thing."

"To our knowledge, none has ever been taken before," added Dexter, more to himself than his companions. He was so lost in thought that he did not see the worried look Ben cast him. Rex caught it though, and was wise enough to be concerned by anything that troubled the likes of Ben10.

"Was Computress able to track where it went?" asked Ben, launching them into a conversation half the crew at Providence would have trampled the other half to overhear.

Dexter shook his head and sighed a little bit. "No, leaving me with the suspicion that the FusionFall is either being held in transit between dimensions or underground."

Their companion made a little noise at that theory, drawing their attention. Dexter looked around Ben, curious in the extreme to understand his obvious hesitation. "Yes, Mr. Salazar?"

Rex forced a smile through clenched teeth. "I'd put my money on underground. If Breach is involved then so is Van Kleiss, and most of the times I've faced him it seems to be underground or some extreme environment. I don't know if he likes it dark and damp or just needs it."

"How so?" wondered Dexter, who spent most of his time well over a hundred feet beneath DexLabs headquarters. It was not for nothing his sisters playfully called him a troglodyte and his laboratory was dubbed 'our big bro's basement apartment.' In his case it was a need for safety and isolation coupled with a genuine fear of the outdoors – needs that had been severely challenged in the past few months.

Rex ran a hand through his black hair, a little self-conscious to be explaining science to anyone so smart. He slowed his steps to a stop in order to face Dexter squarely. "Van Kleiss needs a steady supply of nanites to survive and according to Doc Holiday, low pressure can slow down their replication."

"Interesting," said Dexter. "So he tries to maximize atmospheric pressure. An understandable precaution. However, my concern centers as much on the FusionFall's destination as on its source. Pittsburgh is an Infected Zone, and its strain of Infection is unique and . . . particularly virulent."

"I know what you're thinking and I really hope you're wrong, Dex," Ben said quietly.

"As do I, Mr. Tennyson."

"Uh, care to enlighten your oh-so-handsome tour guide?" wondered Rex.

"No," said Dexter. He caught the reproachful look Ben gave him and relented (a little). "Look at it this way: of all the established 'bad guys' standing in opposition to the Powerpuff Girls, the KND, Ben10, Samurai Jack, and so forth, Van Kleiss is one of the very, very few who remains at odds with the powers fighting the Fusion Invasion. Even the likes of Him and Father and Aku have found the threat of Lord Fuse to outweigh their desire to control the world around them, and the Fusion brand of corruption runs contrary to their own. My fear - Ben's fear - is that somehow Van Kleiss has established a rapport with the Fusions, making him and them all the more dangerous."

Rex stared down at him, a little astonished, a little anxious, but not entirely certain of what to make of all this, and trying to sift through Dexter's heavy accent. Not in the least put out, Dexter gazed back, finding Rex's age, grasp of basic scientific principles, and ability to be surprised rendering him far more approachable than White Knight.

"I can't see Van Kleiss serving any cause but his own," said Rex.

"He has no idea of what he's dealing with if he's allied himself to the Fusions," Dexter answered with finality.

"So how -" Rex broke off, his dark eyes wide as he suddenly looked around. "Oh, no. Oh, no, no. Not now!"

"What's wrong?" demanded Ben.

"Breach," the EVO said. He clapped a hand to his head. "I can feel her when she's close. Some kind of psychic EVO backwash I get from her." He grabbed the first soldier he saw. "Sound the alarm! Breach is in the area!"

A few moments later alarms sounded and armed soldiers started to pour through the corridors. Ben pulled Dexter into the shelter of a doorway, setting the smaller boy behind him. Rex moved close by to defend them, wondering, "What the heck does she want this ti- oh." He looked back at Dexter, realizing.

"Chip, Breach is coming," called Ben into his comm unit over the din of pounding feet and shouted orders.

_"Get him back here!" _Morton almost screamed over the channel.

"Too late," muttered Rex. "I'm used to fighting her. Keep together and watch your backs. Six, you read? We're in the hall by the library."

Dexter leaned over, reaching for his boot, but Ben shook his head. "Hold off," he whispered. "You might need it later and it could mess up the field. Let them try first." To Morton he barked, "No can do."

_"I'm on my way. Tennyson, do not lose contact with him," _came Morton's stern order.

"Understood, Sarge," Ben replied, scanning the hall. He glanced back at his friend. "No matter what, Dex, stick close."

Dexter placed his hand on his comrade's back, gripping a handful of Ben's green jacket and saying, "And you."

Heavily armed soldiers lined the hall. The air was thick with tension as they waited. There was no way of knowing what direction the attack would come, if indeed it was Breach's intention to attack at all. Rex stood in the middle of the hall, as lithe and alert as a panther on the hunt, his sharp eyes darting back and forth in anticipation.

Suddenly he whirled, his arm converting to a gigantic blade as he lunged straight at a vortex that opened in the hall. An angry shout echoed from the portal and it snapped closed, taking the last two feet of Rex's sword with it. A moment later another vortex opened a few feet away and the tip of the metal blade clattered to the floor right behind Rex. In that same instant a few shouts rang out and were cut short as portals opened beneath a handful of soldiers and swallowed them whole.

"Oh, come on, Breach!" yelled Rex, recalling the sword and returning his hand to normal. "That's getting old. It's me you're after. You could at least try!"

He was trying to provoke her and buy time for Six to get here. It was a dangerous ploy, but also Providence's best hope of protecting Dexter. Guns were useless in such close quarters and with civilians in the mix. A sadistic giggle reached their ears as another vortex opened on the floor and a petite, dark-haired girl rose up out of it. She was smiling at the young man that challenged her so brazenly.

"Don't you wish I was here for you, Rex," she sneered.

"You know I'm your favorite," the EVO replied glibly.

"Maybe," she said in a tone that was almost flirtatious, "but you're not what he wants."

"Who? Your boss?"

"Yes . . . and no."

"You're making less sense than usual, Breach," snapped Rex.

"It's a game," she said. "Give and take." She gestured with her oversized hands and a vortex opened, spilling the three soldiers into the hall. "Give . . . and take."

Suddenly the wall behind Dexter vanished, replaced by a door between dimensions. The genius let out a cry of alarm and held on to Ben for all he was worth. The swirling darkness moved towards them, ready to engulf Dexter and whisk him away. Breach laughed, sensing triumph as Dexter ducked his head and closed his eyes in fear. The vortex was moving too quickly. There was no time for him to get away. Rex lunged, his voice rising in a desperate shout.

_"No!"_


	11. and Take

**Chapter ****Eleven: ****. ****. ****. ****and ****Take**

_"__No!__"_

He stumbled to a halt, speechless and dumbfounded and unable to do anything but stare.

It stopped. Breach's vortex. It stopped. Somehow the portal could not get close enough to swallow Dexter or keep its integrity. A foot away from where Dexter held on to Ben's jacket, the vortex halted as if it has hit some sort of barrier. Nothing like this had ever happened before. As Rex watched in fascination, the misty red tendrils of broken reality turned an ugly blue shade and the disk of energy flickered a few times before it faded away, leaving Dexter shaken but untouched. Shock reigned supreme on the faces of Providence and Pack alike.

"Sweet," breathed Rex.

"What?" screamed Breach. "That's impossib-aaaagh!"

Her indignation was cut off by a blast of blinding white light that hit her squarely in the back. Breach staggered at the unexpected attack, tumbling to her knees and gasping in pain. She twisted to see behind her. Eyes narrowing in recognition, she savagely hissed, "You!"

"Yeah. Me." Chip Morton fired his Null-Void rifle again, sending Rex diving for cover. Breach barely managed to create a small portal that swallowed the beam and sent it straight back at the sergeant at point-blank range. It struck him square in the chest, slamming him into the wall behind him. She started to laugh, but her mirth faded when he stood right back up, protected by his armor and as mad as a hornet.

With a growl of frustration she gestured again, opening a vortex above Dexter and Ben and motioning it to drop over them in order to steal the redhead away, but once again it dissipated, leaving Dexter and his bodyguard untouched. She lost focus and control when Agent Six came crashing down upon her, smashing the EVO to the floor. Like a cat with a mouse she toyed with him, opening vortexes to catch him, turning him around and dropping him from the ceiling. He never stopped attacking, and she was forced to keep at it until they were moving in some sort of weird dance.

"You're boring," she said, leaping back as Six swiped one of his swords at her. No matter how hard she tried, she could not get a reaction out of him. "Rex is more fu-oof!"

A hard kick to the stomach dropped her. Six leaped and landed partially on her, pinning her with a sword at her throat. Breach glared at the man stopping her, opening a vortex that snapped him and left her free. Morton opened fired again, forcing her to dodge in the limited space until she was struck again in the leg. A scream of pain escaped her as the Null-Void worked to disrupt the nanites that were the source of her abilities. Stumbling to the floor, she made a slashing motion and Morton vanished through a tear in space. Dexter gasped "No!" and tried to move, but Ben held him firmly in place. The would-be kidnapper smirked, pleased to have revealed a weakness in her target.

"Your turn, Dexter," she teased.

"You have to go through me next," invited Rex, putting himself in her line of fire.

Having eliminated two major threats, Breach's confidence seeped back and she climbed to her feet. Still smarting, she nonetheless smiled as she opened a dozen portals close around herself and Rex. She punched into the nearest void, and her fist traveled through dimensions to hit Rex in the back. He staggered, righting himself.

"Cheap shot!" he shouted, his hands turning into huge, mechanized fists. He thrust both arms out into the closest vortexes. One emerged in the air between them, the other forced Breach to dodge. They exchanged blows back and forth, the rules and doorways constantly changing to ensure Rex got the worst of it.

Trapped behind one of the two-dimensional vortexes, Dexter pressed himself against Ben's back and whispered to his friend, "Try to touch it."

Without question or hesitation the brunet obeyed, leaning forward as he reached out to the tear in reality. Moving with him, Dexter clung close and tight, his hand on Ben's upper arm. The view into another dimension was deceptive – it seemed too far away and too deep for Ben to make contact, like trying to reach up and touch a cloud, but as he extended his arm the swirl turned blue and faded to nothing. Beyond the vortex, Rex turned and smiled.

"Nice work. Keep it up!"

"Stop it!" Breach yelled. She stamped her foot, furious at being thwarted. "Stop it! Stop it! You're not allowed to do that!"

Dexter leveled his most lethal glare at her. "I don't answer to you, termagant."

Rex grinned. He wasn't exactly sure what Dexter had just called her, but it was probably safe to say it wasn't a compliment.

Teeth clenched, the EVO growled, "You will! Give and take, Dexter, give and take – and I'm taking you!"

With equal ferocity Dexter hissed, "Try it!"

She swept a vortex at the two teens and it dissipated, leaving them untouched. Again and again she tried, her aggravation turning to rage as her attempts failed. She took her anger out on the soldiers, sweeping them up and dumping them in the docking bay from twenty feet up so that the only ones left in the immediate area were herself and the three teenage boys.

"Give it up, Breach," ordered Rex, though he knew she wouldn't. He backed up, blocking her sight of Ben and Dexter and swapping the Smack Hands for the Big Fat Sword. He leveled the blade at her. "What happened to that FusionFall?"

"I'll show you, if you want."

"Pfft. Right. Where's Six?"

"I sent him away . . . away away. But I gave him a friend." She was recovering her spirits now that she felt she had the upper hand again. She raised all four of her arms. "And now I'm going to send your friends away, Rex. If I can't take Dexter, I'll just take everything!"

He looked up. The ceiling was gone. In its place was a vortex big enough to swallow a jump jet or two. Straining with effort, Breach directed it straight down. Almost instantly it began to bend and warp as it got near Dexter, discoloring and barely holding together. A high-pitched whine filled the air and there was a feeling like a static charge building.

"Wha . . . ?"

"Ben! Get Rex!" commanded Dexter, and Rex felt Ben's hand clamp down hard on his arm.

He stared at the ugly mass overhead. There was something seriously wrong here. "Uh, guys, this isn't supposed to-"

"Stop it!" screamed Breach. She was raving, panicking. "Stop it! Stop it! Stop it! You're ruining everything!"

Rex had been sucked up into these vortexes plenty of times in the past, but he'd never felt anything comparable to this. Usually movement through dimensions was instantaneous and smooth (except for the landings), but this time it was like being caught in a flash flood. Pure energy smashed into and through him from every angle, throwing him back atop Ben, and sweeping them all away into darkness.


	12. The Far Side of the World

**Chapter Twelve: The Far Side of the World**

"Where the hell are we?"

Six scanned the crowd of brightly dressed people, taking in the buildings and plants and smells, the heavy necklaces of marigolds they both wore, the style of the women's clothes, the suffocating heat, the tinny music. "If I had to guess, I'd say Calcutta. At a wedding."

A long, slow growl escaped Morton's throat. Breach had tossed them face-down in a large courtyard crowded with celebrating people. Before they could even stand up, they were waylaid by a gaggle of happy women in saris, plying them with flowers and heaps of spices and food and questionable water to drink. They seemed to take the presence of these oddly-dressed strangers as a matter of course, forgave them for literally crashing the wedding, and used them as platforms for cultural makeovers.

"Providence has a facility in New Delhi," said Six. "I'll call for a pickup."

Chip nodded as the ninja opened a channel to Providence, flower petals and ground spices showering from his helmet as he moved. He hefted his rifle, slinging it over his shoulder. "Get us transport to Hyderabad. Sector I KND have a jump platform. We can take it back to Sector V and get back to Providence if you can have a pickup waiting for us. It's the fastest route." He drew a deep breath, steeling himself for what he had to do next. Keying his communicator, he called over the din of sitar music, "Computress!"

"_You're not in Providence anymore, Chip," _said the super computer.

"Yeah, tell me something I don't know, like exactly where I am."

_"Jawaharlal Nehru Road in the Chowringhee neighborhood of Calcutta."_

"Great. Just great. Can you give me a comm cube this far out?"

"_I can through your communicator. To whom do you want to speak?"_

"Professor Utonium. If he's not available, get me Kilroy Green."

"_Establishing comm cube with the Professor."_

Six's eyebrows rose as a small, 3-D cube of light appeared over the device on Morton's wrist. The image of Professor Utonium showed that the man had not aged much over the past few years. There was surprise on his face and it was obvious he could hear the music and revelry over the link.

"_Chip! Where are you?"_

"At a wedding. Sir, we've had an incident."

**OoOoOoOoOoOoO**

Despite the calm delivery, Morton's words were like physical blows. Professor Utonium felt his heart faint within his chest as the head of DexLabs Security delivered the grim news. One thought was foremost in his mind, however.

"Where is Dexter?" he demanded. _"_Is he safe? Computress, get Roy in here now!"

_"As far as I know, he's back at Providence. Remember the girl that took the Kurze Kanone and now that FusionFall? Breach? She showed up, wreaked some havoc, tried to nab your son, and then she transported me and Agent Six to Calcutta."_

It took every bit of willpower Patrick Utonium had not to give in to his fear. It was happening again, and once more he wasn't there to protect his son. Luckily Dexter had not strode into Providence unprotected, and finally he managed to gasp, "Did the repulsor field work?"

_"Perfectly."_

"Ben is with him?"

_"So far as I know, yes, sir."_

_"My partner Rex is also with him, Professor,"_ said a new voice, and the Professor was surprised to recognize Agent Six as he leaned in close. The ninja had swapped armor for a suit, but otherwise he was the same as when he'd invaded the house back in Townsville, all the way down to the severe haircut and dark glasses. _"He's faced Breach many times and he knows how to fight her."_

Fight her. Good god, was there a battle going on in Providence? Ben and this person Rex might be fighters, but Dexter had almost no experience in combat and had nothing but his intelligence and technology to protect him. Utonium pressed a hand to his mouth, trying not to imagine the worst before it happened. He was still collecting himself when the door opened and Mr. Green strode into his office, his concern at the abrupt summons evident on his face.

"Pat?"

"Roy! Get Providence on the line. Find out what's happening and where the boys are!"

Without hesitation or question, Green darted back outside to the comm unit at the secretary's desk. Utonium looked at Morton. "Are you hurt?"

**OoOoOoOoOoOoO**

"No, sir," said Morton, completely failing to mention the fact that he'd been shot – by himself and with his own rifle, no less, if one wanted to get technical. Since he only felt as if he'd been kicked by a horse and wasn't bleeding out, in his mind it was a non-issue. "Six has called for transport. We'll catch the jump platform in Hyderabad back to Sector V and get back to Providence ASAP. Depending on how fast a jump jet can move, we should be back in the US and at Providence HQ in just a few hours."

"_I – what?" _Utonium listened as Green spoke. By the rapid change in his expression they knew the news was the absolute worst it could be. A moment later Six blinked at the very startling appearance of Kilroy Green as he eased Utonium aside to give them the news.

"EVO?" he whispered to Morton.

He shook his head, understanding the question. He was used to the physicist's appearance, but with his green skin, white hair, red eye and horns, Green had been mistaken for everything from Fusion to EVO to Imaginary Friend to cosplayer. "Fire demon."

"_Chip,"_ said Green, struggling to keep his tone even. _"I just spoke to Capt. Calan at Providence headquarters. He says there's no sign of Breach and the boys have disappeared along with a good-sized chunk of the hall they were standing in. It happened just a minute or two ago, so things are pretty confused there. Calan will call when they have more details, but all attempts to contact Rex have failed. We're trying to raise the boys now."_

Soldier and ninja exchanged a look, each knowing what the other was feeling: fear for the ones they held dear.

"_I'm going to Providence,"_ stated Utonium abruptly, rising from his chair. _"Roy, get Barnes to prep the_ Martian Maggot _for flight."_

"Sir, I don't recommend that right now. It's too dangerous for you to leave DexLabs," Chip said desperately.

"_You know who and what's behind this, Sergeant!"_ snapped the Professor. _"I will not allow that thing to hurt my son again."_

"All the more reason for you to stay there, sir!" argued Morton, ignoring the frowns his outburst produced from the wedding-goers. "Professor, it's not just the Fusion, it's Van Kleiss!"

The Professor was unmoved by this argument. "_Fusion, Van Kleiss – one's as bad as the other and they're both monsters."_

"Roy!" hissed the security chief urgently as Utonium walked away.

Green glanced over his shoulder, and then looked at Morton, softly saying, _"I'll do what I can from here, but we need you back and working on this now, Chip." _

"Stop him!"

_"This is his son. I can't stop him. I want to help him,"_ he said, making a little huffing noise. His voice dropped lower still as he urgently said, _"You know what the Ur-Dexter wants. Pat's right. Van Kleiss isn't any better."_

"Then slow him down until I get back!"

_"I'll see what I can do."_

"If he goes, send his daughters and Lee or Dearborn with him at least, and see if Dexter has another repulsor field he can wear. If they get Utonium, they've as good as got Dexter."

The demon nodded wearily. _"I know. I'll keep you posted. Hurry."_

The link broke and the comm cube faded. Chip dropped his arm, looking ten years older. "To hell with NIMR and the Reserves, I never should have left the Navy. What a mess."

Six eyed the blond, choosing his words with care. "Professor Utonium knows Van Kleiss?"

Morton stiffened visibly. Clearly the subject was a very touchy one. He held the bridge of his nose, trying to stave off a headache, and the motion sent more flower petals and spices showering down his front. He seemed to come to a conclusion, because finally he answered, "Let's just say I have Van Kleiss to thank for my job."


	13. Nyctophobia

**Chapter Thirteen: ****Nyctophobia**

_"Are we late to this party or what, Six?"_

_Wind whipped through the jet, buffeting the row of Providence soldiers waiting for the craft to land. The green-dressed ninja next to Rex held tightly to the frame of the transport's bay door as they surveyed the ongoing battle. They were still several hundred feet above Lake Cayuga in New York State. Below them on a deserted beach, teenaged soldiers were battling half a dozen creatures of monstrous size._

_"The Royal Canadian Kids Next Door in Sector C called this in," Six replied, almost shouting to be heard. "Turns out they're not Fusion Monsters – those things are EVOs."_

_Rex grinned, settling his goggles over his eyes. "Then it's a good thing we were in the neighborhood!"_

_"Get down there!"_

_"Don't have to tell me twice!" he shouted back, taking a few running steps down the extended ramp and launching himself into the air. Arms extended, legs held tight, he let his momentum flip him gracefully over before a moment of concentration produced his Boogie Pack from his shoulders and he was airborne. He arrowed straight down, aiming for the largest of the EVOs. He'd never seen one quite like this – it looked like a giant, brown dinosaur. Most EVOs weren't so well formed and they tended to move like animals, but this one splashed in the waters of Lake Cayuga like he was perfectly at home on land or water._

_Thirty feet above the rampaging dino, Rex switched the Boogie Pack for Smack Hands, dropping straight down on the creature and slamming both clenched fists onto his head. He was completely unprepared for what happened next._

_"Owww!" yelled the dinosaur. He snatched Rex off his neck and held him at arm's length, glaring at him with small, green eyes. "What was that for? Whose side are you on, anyway?"_

_He felt his jaw drop. This thing could talk. Most EVOs this size weren't capable of coherent speech and here this one was carrying on a conversation._

_"I thought you were an EVO," squeaked Rex, staring in shock and earning himself a deep-throated growl._

_"Do I _look _like an EVO?"_

_He made a face, not sure how to respond. "Is that a trick question?"_

_The huge hand gripping him was surprisingly careful and gentle as he turned Rex to see the lumbering, tentacled creatures giving the KND some serious trouble. "_Those_ are EVOs. Right now I'm a Vaxasaurian. One of the good guys. If you're here to help, then help. If not, scram. I don't have time to fool around."_

_As he spoke he waded toward the beach and he set (okay, dumped) Rex onto the sand. With a final glare and a shake of his angular head, the creature ran with surprising speed and grace back to the fight, making it just in time to slam into an EVO threatening to squash some KND pinned against a retaining wall. For a moment Rex stared, and then he realized he was missing out on the battle and hopped to. The transport landed and the ground troopers rushed into the fray led by Six._

_"Oh, not you guys, too," grumbled the Vaxasaurian when several of the Providence troops opened fire on him. "Cut that out!"_

_Rex pulled himself away from curing one of the EVOs (which converted back to a horsefly that one of the KND promptly swatted) and threw himself before his own troops. Used to such impulsiveness out of their resident boy EVO, the soldiers ceased fire._

_"Guys! No! Don't! Dino is a good guy! I have no idea of what he is, but he's with us!"_

_The huge creature shook its head. "You need to get out more."_

_"I couldn't agree more!" Rex yelled back before sprinting off to where Six was pinning one of the EVOs._

_They were Providence. They were used to weird be it from Rex or the creatures they fought to contain. Instead of firing on the dino, they backed him up. The fight was intense but short, and it was only a matter of a few more minutes before the EVOs were returned to their natural states by Rex (two frogs, two fish, a newt, and the now-deceased horsefly). _

_"So where'd you get the talking dinosaur?" Rex asked the first KND operative he spotted. He glanced around and then frowned when he realized it was somehow gone. How did you hide something so big? "Where'd it go?"_

_The teenager lifted his left arm to display a strange and bulky watch strapped to his wrist. With a little smile he said, "To answer both questions, right here."_

_"Huhwhu?" asked Rex, feeling supremely ignorant._

_The boy gave him a curious look, his green eyes bright with amusement. "I'm Ben Tennyson."_

_It was as if he'd been walloped by something large and heavy that left him feeling supremely stupid. He stared at the guy that was close to his own age and he recognized the face – and now the alien – from that old witch hunt of a show hosted by Will Harangue. He clapped a hand to his head, wishing he could take back everything he'd said and done and squeezed his eyes tightly shut in the hopes that all this would all go away if he couldn't see it._

_"You're Ben10," he stated._

_"Yup."_

_"That's the Omnitrix."_

_"Yup."_

_"And I tried to cave in your skull."_

_He rubbed the back of his head at the memory. "Yup. Good thing it's pretty thick."_

_"You're not the only one with a thick skull," muttered Rex, feeling an inch tall, if that. He opened his eyes. "Uh . . . sorry?"_

_Tennyson chuckled, and Rex felt a rush of relief that one of earth's foremost champions wasn't ticked off at him. _

_"I've had worse introductions, uh . . . ?"_

_"Rex. Salazar," he added belatedly, holding out his hand._

**OoOoOoOoOoOoO**

He was falling . . . falling . . . falling forever through space, a constant, dizzying sense of plunging downwards but never hitting the ground. Imagined colors raced through his mind as the currents of energy carrying him swept him along, trapping and battering him and crushing the breath out of him. He was certain of only two things: this was not how Breach's vortexes were supposed to behave and Ben's grip on his arm was the only thing keeping him from being lost.

It was like hitting a brick wall - or the rock-strewn ground - when he abruptly stopped. The stillness was as jarring as the impact. Suddenly he could breathe again and he gulped in stale and dusty air. The darkness was complete, but he could hear someone coughing close by; the sounds they were making echoed off the close walls.

"Ben?" he asked, and his voice came out hoarse and soft. He swallowed, grimacing at grit in his mouth, and tried again. "Ben? Dexter?"

Moans – one somehow accented, the other not – answered. Ben coughed some more and asked, "Rex? You okay?"

"I have no idea," he admitted. "Any idea where we are?"

"Ow. Someplace covered with rocks."

He sat up uncomfortably, blinking and trying to see. He could hear people moving about.

"Dex," Ben said in a concerned tone. "You okay?"

"My glasses are missing," Dexter said faintly. "We've got to find them."

Rex was amazed to hear fear in the younger teen's voice. Breach and all her antics barely fazed him but he panicked over his glasses? "Hold on a sec," he said before the kid got frantic. He concentrated on his left arm and a single, glowing Funchuck manifested. It cast a bluish light that revealed they had been transported to a cave or tunnel hewn out of dull brown rock. It was cool and damp, the air was stale and the surfaces were gritty. Ben and Dexter were sitting up a few paces away, squinting at the sudden light.

"Stay put," ordered Ben, holding Dexter down a moment before he climbed to his feet. "I'll find them for you. Rex, can you bring that over here? Be careful where you step."

"Gotcha. What the heck happened back there?"

"I'm wearing a repulsor field," Dexter replied, sounding supremely strained. "It works on the same principle as the Null-Void technology and is tailored specifically for Breach's vortexes."

Rex glanced at Dexter. The kid looked ghastly in this light and without his glasses he seemed very young and vulnerable.

"You think _this_ is where she wanted us?" wondered Ben, his eyes and hands sweeping the ground for Dexter's glasses.

"No," Dexter and Rex said together. Rex smiled, and then he realized that without his glasses, Dexter couldn't see him even though he was just a few feet away. Small wonder he was so anxious to get them back.

"It wasn't instantaneous," said Rex, trying to avoid silence. "Usually one of those things scoops you up and you're somewhere else before you can blink. This time wasn't like that."

"The repulsor field removed her control over the portal she created, turning it into a wormhole," Dexter explained. "She went from having an . . . an open door to a tunnel. We traveled only as far as she was able to keep the vortex intact. We still might be in the g-general area of where she wanted us to be." He swallowed heavily and trailed off, closing his eyes tightly.

"Which is where?" Ben asked. He looked to Rex as the EVO stood there trying to shed light on their dilemma. "Any idea?"

"Abysus, maybe," he said, then clarified. "Van Kleiss' answer to Providence, complete with a garden full of monsters."

"Where's that?"

"I'm not entirely sure. I don't even know if it stays in one place all the time."

"No," Dexter whispered tightly. He was almost panting. "H-he won't endanger his base of . . . of o-operations with -" He broke off in a breathless gasp.

"Dexter," soothed Ben. "There's light. Plenty of light."

Dexter looked in Ben's general direction and shook his head hard, obviously terrified of . . . the dark? Rex stared, astonished that anyone in their teens would be afraid of the dark. Dexter's distress was very real – Rex could see the boy trembling, and he figured there was a lot more to the situation than he knew. A phobia, maybe? Ben abandoned the search for a moment to calm his friend, quietly sitting next to Dexter as the redhead had a meltdown. Dexter bent over double, hugging himself and trying not to panic. Ben's silent understanding and assurance put Rex in mind of Six. Dexter was fighting for mastery of himself, and Rex suspected he was witnessing a battle Ben had seen before.

"Uhh . . ." He looked at Dexter with concern, then looked to Tennyson for answers, softly asking, "Is he okay?"

Even before he completed the question, Ben had raised his hand for Rex to back off with the curiosity. Rex nodded, realizing he wouldn't have been too keen on being quizzed in the midst of a panic attack. He focused the nanites in his free hand and a second Funchuck added its light to the first.

_Thanks _mouthed Ben, looking up at him. Rex smiled and shrugged, relieved when Dexter regained enough control for Ben to resume the search for his glasses. "Just think Dex, at least when I find your glasses you'll have night vision."

"No," he answered in a little whine. "Not this pair."

"Oh. Well, hang in there. I'll find them and then we can concentrate on - Ah-ha!" he called, holding the glasses up triumphantly. Dexter sighed to get them back, and Rex found himself echoing the sound. Instead of putting the glasses on, however, Dexter squinted up at Rex.

"Can you bring the light closer?"

Rex obeyed curiously, kneeling closely in front of him. The bluish light gave Dexter's fair skin an odd glow, and Rex was very surprised to see a deep, round scar on the boy's temple. When he moved, Rex spotted an identical scar on the other side of his head. Up until now the glasses had hidden the marks. What could have caused such terrific - and precise - wounds? As he watched, Dexter dug in a pocket of this lab coat and pulled out nothing more complex than a safety pin. Opening it, he held the glasses about three inches from his face as he located a tiny hole in the frame and stabbed the point of the pin into it once.

"Forlorn hope?" wondered Ben.

Dexter nodded, finally putting the glasses on and concealing the ugly scars again. "It will transmit until I turn it off, so when we get out Computress will locate us immediately. We should all try our comm units, but I suspect we're too deep underground for transmissions to get through."

He was right. They each tried in turn, but static was the only thing that answered.

Rex gazed beyond their sphere of light, trying to determine what they should do next. His companions had the same thought, and Ben10 was in a position to do something about it. Dialing through the Omnitrix's array of aliens, Ben cast them a quick grin and said, "My turn!" an instant before he slammed down the control and filled the cavern with a dazzling flash of energy.

_"Echo Echo!"_

The small, white Sonorosian was still for a few seconds, intent on sensing their surroundings. A moment later he opened his toothless maw and let loose with a sonic yell that they felt more than heard. He sent out four more tests, slowly turning in a circle as he explored the area with sonar.

"We're in a tunnel," he informed them. "It's about forty feet wide here, about thirty high. I think it's natural, but it's hard to tell. That way gets a lot narrower and rockier and ends or makes a hard turn about three miles down." He pointed behind his friends. "That way goes downhill about eight miles and opens into a large chamber. I think there's flowing water there; I can hear some steady sounds."

"Easy choice," commented Dexter, speaking for all of them.

"So it's downhill all the way from here. I can get us there faster than walking," volunteered Rex. He threw a warning glance at the brunet. "Ben, if you'll navigate, I'll drive. Lights are going out, Dex!"

Darkness returned as Rex swapped the Funchucks for the Rex Ride. A strangled gasp escaped Dexter, and the EVO felt a wave of sympathy for anyone that was so terrified. He reached out to where Dexter stood, and a shout of fear rose up as he touched the younger teen.

"It's just me, Dex," Rex reassured, not letting go of his hold in case the genius tried to twist away. "Just sit behind me and hold on."

With Rex pulling and Echo Echo pushing, they moved Dexter onto the hovercraft. The Sonorosian climbed on behind his friend and positioned Dexter's arms around Rex's waist. Dexter gripped the EVO's jacket and ducked down against him, shaking like a leaf.

"You okay?" Rex asked softly.

"Just go," begged Dexter.

"How're we going to do this, Ben?"

There was a faint glow of energy as Echo Echo split into three. One stayed behind to hold on to Dexter, the other two piled onto the front of the Rex Ride.

"Straight ahead," said one of the aliens. "I'll tell you when to turn."


	14. Field Day

**Chapter Fourteen: Field Day**

_"Doctor Holiday?"_

She looked up from the report she was compiling. It was little more than busy work and a vain attempt to keep her mind off of was still in something of an uproar after Breach's appearance and she knew she'd only get in the way, but it was extraordinarily difficult to stay in her lab when Rex and Six were missing. White Knight's interruption was welcome, and she gladly abandoned the report.

"Yes?" she asked, addressing the video screen.

White looked troubled – for White at least, but it was with some obvious relief that he said, _"I just heard from Six. He and Sgt. Morton were transported to Calcutta, India, by Breach. They're unharmed. A jet from New Delhi is picking them up and bringing them to Hyderabad, where the Kids Next Door have a jump platform. They should be back here in two or three hours."_

She let her breath out in a sigh, making no attempt to hide her reaction. "Is there any word on Rex or the boys with him?"

_"Nothing yet. I've been contacted by DexLabs. Professor Utonium is coming here. Can you meet him when he arrives?"_

"Of course," she said. An hour ago she would have been excited anew at the request, but she found worry for Rex trumped anticipation of meeting one of her heroes. "When is he due?"

_"He should be here within the hour. He's very upset, so you may have your hands full."_

"I understand," she said, and she truly did know what Utonium was experiencing.

_"In the meantime, have you seen the video feed of what happened?"_

"Not yet. I'm waiting for security to sort things out."

_"I'll have it sent to you immediately. I want you to start an analysis. See if there are any anomalies or indicators of where these boys may have ended up."_

"Does Caesar know?"

White's voice became blander still, sure indicator that he was thoroughly disgusted with Rex's older brother. _"He was told. He hasn't shown any inclination to do anything about it."_

Another sigh escaped her and she silently agreed with White. Caesar Salazar, though a brilliant scientist, was frighteningly casual to the point of crass when it came to showing concern for the safety of his only brother. Indeed, he thought nothing of using Rex as a lab rat and rarely sought permission when he engaged in experiments that were hazardous at best. White tolerated him only because he feared what would happen if Caesar turned elsewhere to pursue his interests - a fear both Holiday and Six felt as well since Caesar's loyalty was questionable, especially as evidenced by the treatment of Rex.

Seeing that they were of the same mind as far as Dr. Caesar Salazar was concerned, White said, _"I'm sending the video feed now."_

Holiday nodded, eager to get on with the task. "I'll let you know what I find."

Normally the security cameras did not record voices, but in the case of Dexter, White had made an exception to that rule. It wasn't entirely legal, but truth be told she wasn't complaining because the snatches of conversation she was able to pick out were fascinating once she got over her shock at Dexter's accent. She never would have guessed he was from the Russian satellite country of Pottsylvania, but the accent was distinct. Interestingly, the image of Dexter was slightly blurry, as if something was interfering with the camera. She frowned, looking for the same distortion elsewhere in the footage, but it appeared only on the petit redhead. He had to be wearing some sort of device that was emitting an energy field. She watched the footage through to the end when the cameras in the hall by the library vanished, and then started at the beginning again.

It appeared that the three boys were getting along fairly well, the Tennyson boy being the common denominator and Rex going out of his way to be polite. She noticed the two visitors stayed in close proximity, and Tennyson would not allow anyone in the hall to get near Dexter. Despite his youth he obviously took his job of bodyguard seriously, and she noticed Ben reserved his snarkier comments for Rex. When Breach attacked, Ben stayed on the defensive and let Rex handle the EVO. Morton's Null-Void weapon interested her greatly - she would have given a lot to have one for her research, considering the effect it had on Breach. If she hadn't whisked Morton away, would a few more shots have stopped the EVO? Holiday resolved to ask White to secure one for her. But the Null-Void was nothing compared to the effect Dexter was having on Breach's portals. The doctor touched the screen in fascination, trying to see more as Van Kleiss' most dangerous agent was stopped in her tracks time and again. How was that possible? What was Dexter doing to obstruct her?

One of the vortexes around Rex blocked her view of Ben and Dexter, but only for a few moments. When the swirling field dissipated and revealed the two visitors, she realized that Tennyson's image was blurred as well. Dexter was leaning up against the older teen and whatever protection he wore was extended to Tennyson. When things grew too hot to handle and Breach tried to smother them in a vortex, there were four or five frames of images left where the three boys were in contact. Holiday felt a wave of relief to see that Rex, even though he was losing his balance, had the same fuzziness about him as their guests. Whatever else might have happened, Rex wasn't alone and his friends knew to take care of their own.

She sat back, staring at the frozen image of Ben Tennyson laying hold of Rex as Dexter held on to Ben's arm. Once again the brunet was the common denominator between them, but she suspected that Dexter knew exactly what he was doing. It was a desperate measure, but she hoped for the chance to thank him for protecting Rex. What sort of technology did he have at his command that he could stop Breach? If only she'd had a chance to speak to both of them! Initially she'd been eager to talk with Ben since Rex knew and liked him, but given the situation, she would have given anything for five minutes of conversation with Dexter.

The next best thing was on his way, however. With any luck Professor Utonium would be able to shed some light on the situation. In the meantime, she had to learn as much as she could. Starting at the beginning, she watched the recordings again, focusing on Breach this time, watching every detail and searching for anything that might help.

**OoOoOoOoOoOoO**

She was waiting in the docking bay when, for the second time that day, a DexLabs gunship landed at Providence headquarters. Unlike the _C-57D_, the _Martian Maggot _was long and sleek and silvery and despite its horrible name, it put Holiday in mind of a shark. She stood with Cpt. Calan and a small troop of Providence troopers as the gunship rolled to a halt next to Dexter's other experimental craft. The ships could not have looked less alike, yet it was plain they were built as weapons of war.

"Have you learned anything about what happened, Doctor?" asked Calan as they waited.

"Dexter was wearing some sort of field that interfered with Breach's vortexes," she replied. "I wasn't able to learn much beyond that."

"Six and Sgt. Morton were picked up in Richmond just before the . . . _Martian Maggot _called in range." Like everyone else in Providence, he was having trouble saying the name without laughing even though its origin had been explained to him. He coughed back a laugh and added, "They'll be back soon."

"Good," she said as a ramp lowered on the _Martian Maggot. _Heavy boots and body armor gradually came into view as a man dressed and armed just as Morton had been rode the ramp down. Sharp brown eyes scanned the area for any signs of danger in an almost exact reenactment of Dexter's arrival. With a muttered, "Here we go again," Calan stepped forward.

"Welcome to Providence," he said. "I'm Cpt. Calan."

"Sgt. Adrian Dearborn of DexLabs Security," was the crisp reply. "We were told to expect a scientist named Dr. Holiday to assist."

"She's right over there," he answered, indicating Holiday.

Dearborn nodded, satisfied, and walked partially up the ramp to call inside. "Sir? Your contact is here."

"Right," came a young, heavily accented voice. A moment later a short, blond, teenage boy in jeans and an orange hoodie came down the ramp, stomping importantly. His bowl-cut hair hung over his eyes and his clothes were at least two sizes too big – obviously KND. After a suspicious look around the docking bay he focused on Calan and aimed his question at Dearborn. "We all secure, Sarge?"

Dearborn fixed the boy with a stern look that had zero affect on his aggressive attitude and redundant questions. "If it wasn't, we'd be leaving already, Number Four. Professor?"

"Just makin' sure," muttered the Australian as a tall man in a lab coat exited the gunship. Number Four pointed up at him, looking rather possessive as he said in a stage whisper, "You be careful, Professor. Anything fishy happens, you call and I'll be right there."

"Thank you, Wally," said the Professor with obvious fondness, touching his shoulder as he passed. "Stay here with the sergeant and do what he says."

"Aw, do I have to?"

"Yes."

Holiday stepped up to join the two soldiers as Utonium finished his exchange with his KND guardian. He was every bit as handsome as she remembered, but tension radiated off of him and his gray eyes were filled with worry that bordered on panic. He glanced between the Providence representatives and quietly said,

"I'm Patrick Utonium, Dexter's father. Where are my son and his friend?"

Not the President of DexCorp International, not Professor, not even a scientist, but Dexter's father. Holiday felt her already high approval raise a few notches. Clearly the man had his priorities straight.

"We're not sure," she quickly admitted. "I'm hoping you'll be able to help us answer that question. I'm Rebecca Holiday, Professor Utonium. We've never met but I attended the lecture you gave at Harvard Medical four years ago. If you'll come with me to my lab I'll show you the footage of what happened when the boys vanished."

"Fine," he said quickly. "Let's go. Has there been any word?"

She could not keep the bitterness out of her voice as she admitted, "Not in the last hour, though Six and Morton are back in the US and on their way here."

He nodded and then paused, looking hard at her and Calan. "Do you have any idea of what kind of monster we're up against, Doctor?"

"If you mean Van Kleiss, yes. We've faced him often in the past."

Utonium shook his head. "Van Kleiss," and he said the name with absolute hatred, "is only part of the problem."


	15. Mind Over Matter

**Chapter Fifteen: Mind Over Matter**

It was Dexter who noticed the smell first, a distinct, acrid stench that sent a shiver down his spine and made him tighten his stranglehold on Rex. He shifted in Echo Echo's grip instinctively trying to see the small alien even though the absence of light was nearly complete. The only illumination came from a single headlight on the Rex Ride, and Dexter was too short to see past Rex and profit any way by it.

"Do you smell that?" he asked nervously over the hum of the Rex Ride.

"My sense of smell stinks in this form," the Sonorosian replied, then belatedly realized what he'd said. "Wait. That came out wrong. I mean I barely have a sense of smell."

"Yeah, I smell it too," Rex called. "What is it besides gross?"

"Bear left a little," ordered one of the Echo Echoes sitting in front of the EVO. Rex obeyed, still trying not to be unnerved by flying almost blind.

"Fusion matter," Dexter said faintly, trying and failing to keep the fear out of his voice.

"We found what Breach did with the stuff she took, at least," said Echo Echo. "It must be in the chamber up ahead."

"You said you heard water or something," reminded Rex.

"Or something. Stop for a minute," said the aliens in unison. "Let me give it another go."

Rex came to a halt. Dexter tried, but he could not bring himself to loosen his hold on the EVO. Right now, Rex Salazar was his lifeline. He would apologize later for any sore ribs he caused. Fortunately Ben didn't let go of him either - probably he was able to feel his tension – and he knew that without the presence of his best friend he most likely would be hysterical. He was grateful that little fuss had been made over his breakdown – it was embarrassing to fall apart so completely, especially in front of a stranger, but there was nothing he could do to stop the panic. Though he had always been subject to unreasonable fears and had inherited his OCD tendencies from his mother, once upon a time he had been comfortable in darkness. Demongo, in his selfishness and greed, had instilled this phobia in him and it was absolute. Normally phobias would fade with time, but it had been years and if anything his fear had grown. No amount of therapy or trying to stand up to his terror could help him combat or escape the curse the Collector of Souls had leveled on him. Most people would have said that there was nothing in the dark that wasn't there in the light, but Dexter knew better. Shadows hid phantoms, unnatural, twisted beings of evil and blackness. He knew this because he had met them.

Fortunately he had very understanding people around him and, at this particular moment, in his clutches. Rex voiced no complaints about Dexter's death-grip on him and his clothing, but simply followed Ben's example. He could not imagine what sort of freak the EVO must think he was, but in all truth Dexter was too frightened to care very much. He would give it some attention when he had sufficient light. Until that time, Mr. Salazar was going to have to deal with it.

Echo Echo, meanwhile, was listening intently, sensing vibrations in the air and bedrock too faint for humans to detect. "I think it's machinery," he finally announced in his choppy, metallic voice. "Maybe a generator or motor. It's not too far, maybe another mile or more down. The tunnel gets narrower as it gets closer."

"Can you hear any voices?" whispered Dexter.

"No."

"Doesn't mean there's not anyone there," said Rex. "Or any_thing_, in this case. Ben, let me know when we get close. We'll do the last bit on foot."

Even though he agreed with the logic of a silent approach, Dexter quietly groaned at the thought.

"Don't worry, Dex," said the Sonorosian sitting right behind him. "We won't lose you."

**OoOoOoOoOoOoO**

_Exhausted, aching, Ben sat on the hospital bed, propped up by pillows and supremely uncomfortable but not about to move until Dexter calmed down enough to go back to sleep. It had only been a few hours since Dexter initially woke up and panicked to find himself blind and deaf and restrained, and since then he had not slackened his grip on Ben even a little. Asleep or awake, he curled around Ben's left arm and the Omnitrix. After only an hour or two of sleep he had woken up from a nightmare practically fighting for his life, and to save his arm and his spine, Ben had abandoned his chair and joined Dexter on the bed. Now the younger teen lay partially on his lap, trembling and terrified and incapable of telling them what he needed._

_More than anything, Dexter needed to sleep. Days of torture, of having his mind and body torn apart, needed to be compensated for. Ben knew better than anyone how fragile Dexter was right now. He desperately wished Utonium was here, knowing he was just a substitute for the man Dexter called his father._

_Ben glanced up as Number Seventy-Seven came back to the room, pressing his fingers to the bridge of his nose as he tried to stave off a headache. He stood in the doorway, silently watching as Tennyson tried to comfort his best friend. They had to figure out how to get Dexter to sleep again. The KND medic had resisted resorting to sedation without having Dr. Cardon present. Though the head of DexLabs Medical had cut his vacation to Maui short because of this event, he still would not be back before tomorrow._

_"Still not asleep?" wondered the Asian boy softly, even though Dexter couldn't hear them._

_Ben shook his head, focused on the redhead clinging to him. "Something's freaking him out."_

_"How are you?"_

_He sighed. "I could use some aspirin. I've got one of those Fusion Matter migrai- ohhhhh," he finished with a groan, closing his eyes._

_"Ben?" asked the medico, knowing the brunet was on to something and anxious to know what._

_"I know what's wrong. I should have - crap."_

_"What?"_

_"I haven't had a chance to clean up, Kazu. I smell like Fusion Matter."_

_The KND operative sighed as well. "And all he's got left is a sense of smell. He must think he's still in that steel mill. All right, you need to shower right now. I'll get you some scrubs while your clothes are being cleaned and we'll get rid of this bedding."_

_He felt awful as he peeled himself away from Dexter, even for a few minutes. His friend understandably panicked as being parted from the one person he was absolutely sure of, prompting Ben to take the most abridged shower of his life. He hastened back still dripping wet and barely rinsed off, smelling of soap and shampoo. Ben10 immediately offered up his left arm for Dexter to latch onto again. He gently closed his hand around Dexter's fingers, a final assurance to his friend that he was safe, and he counted just a few long breaths before Dexter was asleep again. The agony was over, and all that was left for them was the slow recovery that must follow._

**OoOoOoOoOoOoO**

The closer they got, the worse the smell grew and the air became warmer. They were keenly aware of the danger they were approaching, but by silent agreement they pressed on. There was no alternative if they were going to escape this place. Finally Rex stopped, able to spot a faint glow in the distance.

"Well, at least we've got some light up ahead," he announced. "Look."

Echo Echo squinted into the distance but like smell, sight was not a Sonorosian's strongest sense. Focusing his trio of minds on Dexter, he powered down the Omnitrix. The flash of light blinded them for a moment as the Sonorosian behind Dexter resumed human form. He took advantage of the position to bodily pry Dexter's hands out of Rex's jacket, keeping in contact with his friend as he slid off the back of the Rex Ride and hauled the reluctant Dexter along with him. Rex made no comment as his nervous passenger was removed. A brief, metallic sound filled the air as the EVO reconfigured the hover craft to his normal form as well. It took a few moments for their eyes to adjust, and finally the three teens were able to detect what Rex had seen.

"Definitely Fusion matter," said Dexter with a little sigh.

"It glows?" exclaimed Rex, coughing at the stench.

"And sparkles," was the unenthusiastic reply.

"Talk about a rock and a hard place," muttered Ben, keeping his hand on Dexter's shoulder.

"Surprisingly apt, Mr. Tennyson," Dexter replied. The light was bright enough so that after a minute or two, they could just see one another, especially Dexter in his white coat. Despite the gravity of the situation, the prospect of more light seemed to calm his terror, and Ben hoped that meant his friend would be able to function again. He had the feeling that they were going to need all hands on deck for this one.

"Let's see what we're up against," said Rex grimly, striking out down the tunnel.

Ben leaned in close. "You okay?"

"No," confessed Dexter, looking up at him desperately. His accent was thicker than normal, a sure sign of his stress and he turned to face his best friend. "Ben, if my Fusion is involved, I can't . . . can't . . ."

He tightened his grip on the narrow shoulder. "You know I'll do everything I can to keep to you safe, Dex."

"I know. I'm just . . . so frightened. What that thing wants, I can't give."

He knew what Dexter meant and he didn't know what to say, what comfort to offer. It was true he hadn't read all the reports of what had happened between Dexter and his doppleganger, but he hadn't needed to. Professor Utonium understood all too well what the Ur-Dexter was after and Ben had gotten more information than he ever wanted as a distraught father blew off steam. The Fusion Dexter didn't just want Dexter's affection, it wanted to own and control and dominate the Boy Genius in every way. In Utonium's opinion (an opinion Ben shared, given what he'd seen in the steel mill outside of Pittsburgh), the Fusion didn't want to be Dexter, but it did want to be the only thing in Dexter's life and have absolute command over his mind, his body, his very soul. It was infatuated with its human double and more than powerful enough to take what it wanted should Dexter fall into its hands once again.

**OoOoOoOoOoOoO**

_"Dad?"_

_Utonium looked up from the comic book he was reading. Dexter knew his tone had betrayed him when the Professor set the copy of _Spore_ aside and gave him his full attention. "Yes?" _

_Dexter hesitated, realizing what he had to say might come across as whining, but at this point there was no avoiding the issue. He took a deep breath and slowly said, "Ben . . . doesn't joke with me like he used to. I mean, I haven't seen him all that much since the last time his hover board got stolen, but he's . . . I don't know. It's like he's afraid to be silly or something."_

_His eyes and voice were both gentle as the scientist replied, "Probably Ben realized how close he came to losing you. For a few days there he didn't know if you were even alive, and then when he did find you, he wasn't sure that you'd live. It's a very frightening prospect to be faced by our own mortality, let alone the mortality of people we love, especially when you're at an age when you think you'll live forever."_

_"But I'm alive. What's to be afraid of?"_

_"Losing you." _

_As Dexter puzzled over this notion and weighed his own feelings, Utonium smiled faintly. Knowing he was a constant source of amusement for his father, Dexter asked, "What?"_

_"Remember how frightened you were when the Omnitrix went on the fritz? Remember when we finally got it off of him?"_

_"I was so glad it was you there with him," admitted Dexter. "I had never considered the possible ramifications of removing it. I don't know how you managed to do CPR on him. I just wanted to faint."_

_"Ben did rescue breathing on you when you needed it. Trust me, Dexter, you would have managed it if you were in my shoes."_

_"No, actually, I'm pretty sure I would have fainted."_

_Utonium chuckled. "Ben is just frightened and dealing with it as best he knows how. He probably doesn't even realize his treatment of you has changed, but it's a mark of his affection that it has."_

_"What can I do?"_

_"Be patient."_

**OoOoOoOoOoOoO**

"Dex . . ."

"Yo," Rex called softly, his voice echoing faintly. "You guys coming to this picnic or what?"

"Right behind you, Rex," Ben said automatically. He looked down at Dexter, and his voice was full of concern as he asked, "Dex?"

Ben10 was looking for assurance even as he tried to give it. Beneath Ben's hand, Dexter stood a little straighter and squared his shoulders. He might be frightened, but it would never be said that he was a coward.

"We won't get home standing here," he replied, forcing a smile. "Let's go."


	16. Q&A

**Chapter Sixteen: Q&A**

It wasn't until they were in the jump jet flying from Richmond back to Providence that the odor became noticeable. In the closed atmosphere of the transport, the smell of curry began to circulate. Well aware of the yellow and orange stains on his helmet and armor, Chip Morton ignored the odd looks the pilots gave him, the grumbling stomachs of the few grunts in the jet with them, and the fact that he smelled like an Indian restaurant.

"How long until we get there?" he asked Six, already craving anything made with curry.

"An hour," the ninja replied. "Professor Utonium is meeting with Dr. Holiday right now."

"Hopefully they'll be able to make some headway. I know the Professor will be frantic."

They were sitting a little removed from the four or five troopers that were accompanying them to their headquarters. Six glanced at them, and then lowered his voice as he quietly enquired, "You said you have Van Kleiss to thank for your job. What do you mean by that?"

Chip stared at him for a long moment, considering his answer and how much Six needed to know. He loosened the strap on his helmet and pulled it off, leaning back into the padded seat as he said, "The long and the short of it, I was leaving NIMR, Dexter needed a bodyguard, so the Plumbers made me an offer I couldn't refuse."

"And Van Kleiss?"

"Do you know what happened three years back down in Starke, Florida?"

"No. Our records on that incident are sealed."

"Then I can't say, but they threw me into this job less than two weeks after that."

Six wisely let it drop, and then shifted to another tack. "Utonium asked about some sort of field?"

"When Breach stole the Kurze Kanone, Dexter spent a few weeks or so making a portable force field that would disrupt those vortexes she throws around. That's why she was still around when we got there before - she couldn't touch Dexter because he's wearing one."

"How does it work?"

A snort escaped Chip. "You'll have to ask Mr. Green, but I can guarantee that unless you've got a degree in particle physics, you'll be lost after ten words."

"Most likely."

"Where does Van Kleiss usually hole up?"

"His base of operations is Abysus, ground zero for the initial Nanite Event."

"I've heard of it, but unless it's surrounded by salt water I'll gladly admit to my ignorance. Babysitting Dexter is the longest I've ever been away from the ocean." He studied the colorful streaks of spices running down and staining the cover of his helmet. Quietly he asked, "Do you have any idea of where the boys might be?"

Six had no comfort for him. "Breach can transport people to anywhere on the planet or even to other dimensions."

"She'd have a job of it with Dexter's disruptor field."

"In which case, they could be anywhere."

With a sigh Chip closed his eyes, resting a few moments. "Let's just hope they're together."

**OoOoOoOoOoOoO**

Being of like minds and values, Holiday and Utonium fell into an immediate rapport and understanding. There was a certain pleasure in working with another scientist, especially one as thorough and intelligent and caring as Patrick Utonium. As anxious as they both were, they knew that the problem had to come before their emotions and they set to analyzing the situation immediately. She showed him the video feed of Breach's attack and he confirmed her suspicions about Dexter having some sort of repulsor field on him.

"I'm wearing the prototype," he said, pulling up his sleeve and holding his arm out for her to inspect the device on his wrist. It was a little larger and bulkier than a watch, but its compactness surprised her. It wasn't exactly elegant, but it was certainly brilliant. "My head of research and development demanded that I wear it and threatened to quit if I didn't. Dexter's wearing the finished product, which is smaller and more powerful. This is what White was after when he contacted DexLabs."

She stared at it, fascinated and amazed. A single look told her so much not just about the technology involved, but about the inventor as well.

"How . . . how old was Dexter when he made this?" she wondered, glancing at him for permission to touch it.

"Twelve when he made this unit, thirteen when he finished refining it. He didn't take kindly to Breach stealing a prototype Null-Void cannon."

Holiday looked up from the repulsor. "Twelve?" she asked in shock.

A proud father, teacher, and friend, Professor Utonium gave her a smile. "He got the idea for the Null-Void when he was five."

"That's . . . amazing."

"Dexter is amazing," he corrected.

That was an inarguable fact, whatever else Dexter might be. "Do you have any idea of what this could mean for Providence?"

"Yes, I do."

Something in his tone and expression told her she had an opening to perhaps make some small amends for past grievances. With great care she said, "Six told me about your encounter with him and White Knight over the nanobots. He didn't agree with the methods Dr. Fell insisted upon."

"Doctor?" Utonium made a derisive sound. "Maybe George went back and finished after all," he said, more to himself than Holiday. To her he said, "I could tell Six wasn't comfortable with the situation. He, at least, tried to be reasonable despite the fact that he and partner and their pet storm troopers invaded my house and threatened me."

He had every right to snap and Holiday didn't take it personally. After all, she did work for the organization that had sanctioned serving a warrant in such an unreasonable fashion.

"What happened to the nanobot they took?"

"I don't know," she admitted. "I hadn't heard about the incident before today and I haven't had an opportunity to check our records for it. If you don't mind me asking, Professor, did you really give a nanobot sample to Gabriel Rylander?"

"Yes," he said simply.

"Can I ask you why?"

"If you'll tell me why you're so curious about it, yes."

"Based on what little I know about them, I think these nanobots might have been a precursor to the Nanite Event, something Dr. Rylander was directly involved with."

Utonium nodded thoughtfully. "I knew Dr. Rylander in a professional capacity for several years and acted as a consultant for him on one occasion when he was researching the possibility of robotic bio-chemical reproduction as part of a specialized mitosis. When I sent him the paper I'd written on the nanobots, he contacted me directly. He recognized the design, and he said he had a good idea of where they'd come from and who was responsible for the attack that almost destroyed Townsville. He needed one of the nanobots for comparison to be absolutely sure."

She waited, but he seemed to be done speaking. Finally she prodded, "Who made them? Who released them?"

With a wry smile he said, "I don't know. The Nanite Event happened before he could send me a reply. I got the impression, however, that the nanobots were created by someone he worked closely with, but that wasn't necessarily the person that set them loose on Townsville."

"And you don't have any idea who it was?" she asked, finding herself terribly disappointed.

"No, but I suspect you're in a much better position to guess than I am. You're the expert, not me." As he spoke he returned to the video feed, fixated on Rex's exchange with Breach and leaving Holiday with a lot to think about.

_"Don't you wish I was here for you, Rex."_

_"You know I'm your favorite."_

_"Maybe, but you're not what he wants."_

_"Who? Your boss?"_

_"Yes . . . and no."_

_"You're making less sense than usual, Breach."_

_"It's a game. Give and take."_

Holiday turned from one puzzle to a much more immediate problem. "Do you have any idea of what she means?"

"Yes," he replied, staring at the screen.

"You said before Van Kleiss was only part of the problem. Who's the other part?"

Gray eyes gazed at her for a moment, and then Utonium motioned toward one of the computers. "May I?"

"Of course," was her hasty response. She stepped aside, turning away as he accessed DexLabs records, entering password after password as he dug deep into his own files. Finally the key-tapping stopped and in a voice devoid of inflection, Professor Utonium said,

"This is the other part."

He had pulled up a very short video clip of –

"What _is _that?" breathed Holiday, as horrified as she was fascinated.

The video ran a mere ten seconds or so, just enough to show a green-skinned creature no bigger than a child turn and look directly at the security camera, tilting its head and narrowing its glowing red eyes. It looked and was dressed just like Dexter save that its skin was green and its lab coat was the color of blood. Despite the fact that it seemed a perfect copy of the boy she'd seen earlier that day, there was something so grotesque and unnatural about it that the sight frightened Holiday for reasons she could not define. Even through a few seconds of film, she could sense that this thing was pure evil, a savage, wanton force unto itself.

"Most people just call them Fusions," the Professor said, "but this one is out of the common way."

"I've seen Fusion monsters and EVOs, but I've never seen anything like this. Is that . . . ?"

"Dexter's Fusion? Yes. There have been several, but this particular one we call the Ur-Dexter."

Ur. Her mind considered the term. It was fitting, because this thing seemed a base, primal, and savage form of the boy whose genius had left her so astonished. Before she could ask further, the comm unit chimed, startling her, and she tore her eyes from the fascinating little horror. "Excuse me," she said, activating the communicator.

If Utonium was surprised at the sight of Bobo Haha, he hid it well. The EVO chimp scratched at fleas as he called, _"Hey, Doc, Green Bean just called in range. He'll be landing in a few."_

"Thanks, Bobo."

_"Any word on the kid yet?"_

"Nothing yet, but we're working on it."

_"Yeah, I can feel the nerd power all the way up here."_

"I'll let you know if we figure anything out," Holiday promised, cutting off the communication. She got back to the matter of the Ur-Dexter. "What does it want?"

"Two things: power and my son."

She gestured at the computer screen. "You think this is who Breach was referring to?"

"Yes."

"So . . . this Ur-Dexter gave Van Kleiss Fusion matter and in exchange Breach would deliver Dexter."

"Yes."

"And with Fusion Matter, Van Kleiss could make Fusions like the Ur-Dexter?"

"Not quite like him. As I said, this Fusion is different."

"Even if the results weren't quite as spectacular, Van Kleiss can control nanites. If he manages to combine nanites with Fusion matter, he would have an army that would be almost unstoppable."

"I know. Van Kleiss is only slightly better than the Fusion Dexter."

"You know him?"

He looked up at her, an old pain reflected in his eyes. Bitterly he said, "Unfortunately."


	17. Brighter the Star

**Chapter Seventeen: Brighter the Star**

_A shrill, screeching wail was what roused him from the darkness. A scream. A woman's scream. He turned his head and instantly regretted it as pain and nausea shot through him. Forcing his eyes open, he squinted at the lights in the hall (not bright, but too bright for his senses right now) and tried to focus. Help. He had to get help._

**_OoOoO_**

He opened the door of the hotel room and held it open for Dexter, brushing his hand against the boy's cheek as he passed. This sudden onset of fever and dizziness had Utonium highly concerned and he was glad they had booked a room in the same hotel where the conference was being held. Dexter, clearly feeling worse over the course of the last few minutes, flashed Utonium a quick, tired, little smile as he hit the lights. He hesitated when no lights came on, unwilling to walk into darkness.

Utonium frowned, reaching for the switch himself when suddenly the world exploded in light and pain. A sharp cry escaped him at the unexpected attack. He hit the wall with incredible force, barely registering Dexter's frightened gasp.

"Dad!"

**_OoOoO_**

_He saw the woman's horrified face, grayish and pale beneath her olive skin. A hotel maid. She had dropped the armload of towels she carried to press her hands to her mouth. _

_"Help me," he gasped. "Get . . . help. Call . . . General Shaan." He stared at her, not sure if she spoke English or not but desperate to be understood. "Please."_

**_OoOoO_**

"Is it hot in here, Dad?"

"Not particularly. Why?"

Dexter had waited until Utonium finished talking to a Marine general to voice his discomfort. They had drifted through the crowd of uniforms and suits as they mingled with officers and contractors and scientists, and now Utonium led Dexter a little off to the side to get a good look at him.

"You're a little flushed," he said, pressing the back of his hand to the boy's cheek. "How are you feeling?"

"A little hot," said the twelve-year-old, and then added, "and tired."

"Well you're certainly not dressed for Florida, young man," he gently teased. Dexter was in his usual layers upon layers including a turtleneck, lab coat, gloves and boots – hardly appropriate for anywhere so hot. "Why don't we go back to the room? You can lie down and if we're hungry later we can send for room service."

"All right," Dexter agreed gratefully, and finished his glass of lemonade.

**_OoOoO_**

_The elevator pinged, making him wince as the noise seemed to go right through his skull. He heard male voices, loud exclamations and orders, and suddenly he was being steadied by large hands. Hard pressure was applied to his head, relieving some of the pain._

_"Sir?" said the Coast Guard lieutenant. "Sir, can you hear me? What happened?"_

_He fought down nausea, swallowing before managing to say, "Get General Shaan."_

_"Stay right here, Lieutenant," ordered another voice. "I'll contact the general and get help."_

**_OoOoO_**

"Here you go," said Utonium, handing over the glass of lemonade.

"Thank you, Dad," Dexter replied. "Who is that man you were speaking to?"

He glanced back at where the dark-haired, rangy-looking man had been standing a few moments ago. "I'm not sure. He was English and pretty nosy."

"I noticed him during my presentation. He stared at me the whole time."

Utonium shifted uncomfortably at the innocent observation, casting Neel Shaan a wary, warning look. "Yeee-ah," the Professor said, letting his feelings toward the strange man show for the general's benefit. "I noticed. He was plenty smarmy, too."

"He's a scientist," Shaan provided. "Michael Van Kleiss. I'm not sure of his expertise or who invited him here."

"Never heard of him before," Utonium replied. "Stay away from him, Dexter."

"Gladly," muttered the redhead, and took a drink.

**_OoOoO_**

_"Pat! Pat, wake up! What happened? Where's Dexter?"_

_That Texan accent had never been so welcome to his ears as at this moment. He drew a deep breath and promptly gagged, leaning off to the side a little as he vomited a thin stream of bile. Concussion. He didn't have time for this. Dexter didn't have time._

_"Lieutenant, what happened?"_

_"Found him here in the hall, sir. We got off the elevator and the maid was panicking. He'd just come out of his room."_

_"What's your name, Lieutenant?"_

_"Desorcy, sir."_

_"Stay right here. Don't leave him alone for a moment."_

_He heard Shaan order the maid to open his room. He took slow breaths, feeling hot and weak. He had to speak. He had to help them find his son._

_"Patrick," Shaan said a few moments later, and this time Utonium opened his eyes enough to see an olive drab blur with a dark face leaning toward him. "Dexter isn't in your room. The lights and the lock have been tampered with and I found a syringe on the floor."_

_The Coast Guard officer was the only thing holding him upright. It took all his concentration to form words, and he could hear himself slurring. "He started . . . feeling sick. Brought him back to rest and . . . and . . . the lights weren't working. Something threw me into . . . the wall."_

**_OoOoO_**

"Thirsty? That was a long Q&A session you just had."

Dexter broke into a broad smile, pleased with himself. His presentation of the Kurze Kanone and plasma grenades had gone exceptionally well, and he knew the other weapons contractors had not impressed the military officers quite so much as he had. He had been answering questions for half an hour, longer than any of the other companies present, and for the first time his inventions and not his age were the primary topics of discussion.

"A drink would go down very well, Dad."

"Stay with the general. I'll be back in a few minutes."

The moment he stepped away an Air Force officer and a contractor from Honeywell took his place, eager for a chance to talk to the young genius. Utonium smiled as he picked out a few words of the conversation. Dexter's accent never ceased to entertain him, and for all his odd habits and compulsive behaviors and temper shorter than he was, Utonium found the boy to be an absolute delight.

He joined the line at the bar, taking the opportunity to survey the setting and listen to the steady murmur of voices. It had been a while since he'd been to a reception like this and he was enjoying the mixed company of military officers, scientists, and government contractors as much for its own sake as for Dexter's. The twelve-year-old was thriving under the busy schedule of setting up a manufacturing company, attending classes, working in his lab, and representing DexLabs at events such as this. With care, activity, and steady assurance, Dexter was emerging from the depression that had marred the past spring and early summer. With the help of the Utonium family and his tutor, Kilroy Green, he was working hard to overcome the roadblocks his depression had put before him, and he had made considerable progress. The Professor looked at his boy with pride. Never once had he regretted all the time and work it had taken to have Dexter made his ward, and he could not imagine life without him now.

"Quite an exceptional child, Professor Utonium," said a smooth, accented voice. "Wherever did you find him?"

He turned and faced the speaker. A tall, dark-haired man with an angular face and sharp eyes stood beside him. He was dressed in a suit and lacked the military bearing of many of the people in the room, though he had an easy grace born of strength. Though he addressed the Professor, his focus was on Dexter where he stood with General Shaan, and there was a greedy, hungry gleam in his pale green eyes. A lot of people looked at Dexter that way, but usually they were thinking of money. There was a slight twitch to the man's mouth as he watched the redheaded boy that bespoke greed and hunger beyond mere monetary gain.

"He found me, actually," Utonium replied coolly, taking umbrage at the question and the man's attention.

The man looked surprised and amused, though it was a calculated reaction. "He's Ruritanian, surely?"

"No, he's Scotch-Irish."

There was no mistaking the surprise this time, and the man's own English accent became more pronounced as he said, "But his accent!"

He took a cue from Dexter, who had no notion of what he did to the English language. "What accent?"

The man cleared his throat and pressed on. "Well, I must congratulate you and him on such a remarkable breakthrough in laser technology. I'm not sure which is more impressive – the technology or the boy who envisioned it."

His interest was more than a little disturbing. Utonium was glad to step a little closer to the bar, but the man moved with him, still talking.

"I understand he's establishing a corporation."

"It's established," corrected Utonium.

"You must be very proud."

"Who wouldn't be?" He looked to the bartender. "Lemonade, please, and an iced tea."

The man pressed a finger to his lips as if searching for the proper words. "Be careful, Professor Utonium. The brighter the star, the darker the shadow and the more attention it draws. There are some that would be jealous not just of Dexter's intelligence and . . . obvious charms, but of you for claiming his affections."

His eyes narrowed and he fixed the man with a hard look. "I guess people will have to be content with looking and not touching, then."

His mood considerably altered, the Professor took the drinks and turned his back on the man.

**_OoOoO_**

_He could hear activity all around him - voices, movement, technology – but none of it could hold his attention. All he wanted was to know Dexter was safe. Nothing else mattered. He heard Shaan giving orders to call authorities, appropriating staff from other officers to help, and marshalling the forces not only of the military, but the government, the Plumbers, and Providence as well. _

_"You heard me, Sgt. Hutton," Shaan crisply snapped. "The FAA has grounded all non-military and emergency air traffic for all the northern counties from Nassau to Citrus and as far west as Taylor. If this child isn't found in the next half hour, it'll be for the entire state of Florida."_

_"Excuse me, General, sir?"_

_"Yes, Desorcy?"_

_"General, sir, this man needs a hospital. He's losing consciousness."_

_"Let me know when he does, Lieutenant, because until then he won't go unless we've got his son back."_

_He managed to make a sound of agreement, and the little hum threatened to split his skull. He reached up, gingerly probing his head and trying to ignore how much his hand was shaking. There was a cut over his ear and a lump where he'd hit the wall, but he was fairly certain nothing was broken. _

_"Pat," Shaan said, crouching down beside him. "The bartender's been arrested. He was paid to drug Dexter's lemonade."_

_It took a few tries, but he finally managed to ask, "Who . . . paid?"_

_"The man you were speaking to – Van Kleiss. He's in the country illegally and-"_

_He broke off as his phone rang, and after a swift glance at the number, answered it. "Licentiate Shaan."_

_Something about his voice, about his sudden intensity and the unfamiliar word, caught Utonium's attention and held it. _

_"Jacksonville? Commercial or private? Pick us up in Camp Blanding immediately. We'll meet you there in eight minutes. Alert the FAA we'll be in the air shortly." He hung up and turned to his aide. "Dearing, get the car. Patrick, we've got Van Kleiss. He's on a jet waiting on the tarmac at Jacksonville International, heading to Venezuela. Providence is close by and is securing the jet. I've got a ship en route to pick us up; it can get us there in less than twenty minutes. Are you coming?"_

_There was no question. "Yes."_

**_OoOoO_**

"Excellent presentation, son. Clear, concise – I think even the Navy got it first time around."

With a wry smirk, Dexter looked up at the tall Army officer and asked, "General, did Annapolis turn down your application and you had to settle for West Point that you have only criticism for the Navy?"

The Major General gave him a look that had made enlisted men quail, but in this case, Dexter just smiled. "This is experience speaking, young man."

Dexter laughed. "And personal bias. You're consistent in your criticism, that I grant you. I was rather relieved that no one gave in to the temptation to ask my age this time."

"Col. LaChance is still recovering from that tongue-lashing you gave him in Yuma. Word got out. I don't think anyone here wants to take on a twelve-year-old and lose."

"But I'm so small and harmless!" he exclaimed with feigned indignation. Shaan rolled his eyes at this declaration.

"Yeah, so is a bullet until you fire it."

**_OoOoO_**

_It was over before they got there, which was just as well because Utonium's concussion had finally caught up with him. He was aware of Lt. Desorcy, who had been given to Shaan and Utonium for the duration of the incident (or until their flight back to Michigan in the morning) by his captain, hovering close and anxious to help, but other things - the Plumber ship that brought them, the ring of Providence jump jets surrounding the airliner, the crowd of law enforcement officers of all sorts - went by unnoticed. Sweating, nauseous, dizzy, flushed, he lacked the strength to lift his head and could only listen and try to make sense of what was happening. _

_"Sir, they're coming now."_

_He blinked, realizing he was seated in an ambulance on the taxiway. Desorcy was waiting just outside the open bay doors and helped the EMTs to load the second gurney. For a moment the Professor frowned, thinking they had gotten it all wrong and the small figure next to him could not be his ward. Then he realized Dexter's hair had been cut short and dyed a dark brown and his skin had been darkened to a golden tan. The boy was deeply unconscious and completely unresponsive. The medics and the police and the military gave him a moment to see his son, and then the doors slammed close and he finally gave in to his body, and slept._


	18. Darker the Shadow

**Chapter Eighteen: Darker the Shadow**

"What did Van Kleiss want with Dexter?"

"Is it naive that I like to think he just wanted to exploit Dexter's intelligence?"

Rebecca Holiday gave him a look of understanding. For a long time she had thought Van Kleiss' fascination (bordering on obsession) with Rex went too far to be written off as simply scientific interest. Too often he tried to get Rex alone and when he did, the persuasion and teasing and temptation always commenced. She knew what imaginings haunted Patrick Utonium's dreams, because the same ones haunted hers.

"So what was in the syringe General Shaan found?" asked Holiday, pouring Utonium another cup of coffee. She had learned long ago to keep her own stash of coffee supplies handy and with a large chunk of the cafeteria missing she knew better than to send for refreshments for her guest as they waited for Six and Morton to make it past Number Four and Calan's inquiries.

Utonium sighed, staring into the dark liquid. "A few days of hell."

**OoOoO**

_"Somebody mind telling me why I've got a twelve-year-old going through detox for Dycho Psycho in my ward?"_

_The doctor was surly but concerned, having come back from a few days off to find an armed guard standing in the hall of the pediatric ward, one child in a room that should have held four, and a wide range of law enforcement officers wandering in and out and drinking all the coffee. General Shaan had been waiting for him to return and had arrived at the hospital an hour before Dr. Cardon was scheduled to be back on duty for the sole purpose of heading him off at the pass and sparing Professor Utonium a scene. They sat in a darkened meeting room, the light spilling in from the door highlighting Cardon's gray hair and youngish face._

_"And is there a reason the light's not on?" he finished with an abrupt gesture._

_"Yes," Shaan said. He indicated the man beside him. "Professor Utonium is recovering from a concussion. He still has a sensitivity to light."_

_The name seemed to spark some recognition out of the doctor and the explanation calmed his annoyance enough that he seemed ready to listen._

_"It's not Dycho Psycho," Utonium said softly, handing over his copy of Dexter's chart. "At least, not exactly. It's the base form of dyconine, an opiate derivative closely related to -"_

_He reached for the paperwork he'd only glanced at earlier. "Oxycoton. Yes, I know."_

_"The withdrawal symptoms are very similar to the street drug, as are the long-term effects. Unfortunately my ward got the dose intended for me."_

_Cardon stared across the table for a long time. Finally he said in no uncertain terms, "Care to expand on that?"_

_By the time General Shaan was done outlining the situation, Cardon's attitude had shifted from confrontational to horrified and finally settled on sympathetic._

_"Luckily the worst of the physical symptoms worked themselves out while he was unconscious, though he'll be dealing with the after-effects for some time," Utonium said as Cardon reread the chart by the light of his penlight. "He woke up two days ago and since then has been averaging about eighteen hours of sleep a day."_

_The doctor glanced up from the records. "Is he coherent?"_

_"As he can be, all things considered," Utonium said. He checked his watch and slowly rose to his feet. "If you'll excuse me. He should be waking up soon and I have to be there."_

_Moving carefully, he headed for the hall that would lead him back to Dexter's room. By the expression on Cardon's face, the Professor knew Shaan was in for the grilling of a lifetime. It was just as well. The doctor needed to know the situation fully._

_In the darkened hospital room, Dexter lay in a restless sleep. After experimenting with a variety of lotions, the nurses had discovered that baby oil would remove the solution used to darken his skin, and the tan that had looked so unnatural was gone. The dye darkening his hair was permanent, and there was nothing they could do about the length but let it grow out. Utonium leaned over the boy, checking his breathing and pulse and temperature to assure himself that though his progress was slow, Dexter was recovering._

_The overall situation was less satisfying, however, and Utonium bent his energy toward his ward rather than wasting it on anger. They had received word from the FBI the day after Dexter had been kidnapped that Van Kleiss had been quickly and neatly busted out of prison by his EVO lackeys. The agent that had brought the report mentioned weird creatures and a many-armed girl that created rifts in midair that Van Kleiss had simply walked through to freedom (though not, apparently, without a few barbs for his would-be captors and the futility of their efforts to hold him). Shaan had quietly unleashed the wrath of the Plumbers on the FBI, but ultimately there was nothing to be done and justice would not be served. Not today, at least, though Van Kleiss struck Utonium as the sort who did not like to take no as an answer._

_Dexter was, as of yet, unaware of all this. He had no idea his hair was different or that Utonium was suffering the effects of a concussion or that he had been drugged and kidnapped. All he knew was that he was sick and in the hospital. Of the conference he remembered little and nothing of the reception. They hysterics and screaming and physical strain of working the drug overdose out of his system were just a feverish haze and Utonium prayed they stayed that way. The Professor fully intended to tell the young boy everything that had happened, but at the moment it was more important to get him healthy than to worry about the ugly details._

**OoOoO**

"Did you tell Dexter what happened?"

"I wasn't left with much choice."

**OoOoO**

_He did not want them here. Not even a little. Legally he could have stopped them and he was sorely tempted to do so, but he believed in second chances even for idiots._

_Utonium's sense of duty had compelled him to contact Dexter's parents and let them know what had happened. Unfortunately he had gotten Dexter's father on the phone and the man hadn't changed a hair in his attitude toward his only son – he refused to fully grasp the gravity of the situation, the danger to his son, or the fact that Dexter was not at fault._

_Three days later, when Dexter was finally feeling well enough to sit up and think about food a little, they arrived with barely an hour's notice. Shocked that they came so far for a visit, the Professor intercepted them in the hall, and instantly he knew this was a huge mistake._

_"Yeah, we figured if we're here we may as well take a vacation, too, so we'll be driving from here to Orlando," the blond said in an outside voice. He paused beside the soldier standing outside the door to Dexter's room. "What's with the green army man?"_

_"Cpl. Saunders is here to keep Dexter safe," Utonium replied softly, reigning in his disgust that his ward's suffering was being used as an excuse for them to visit Disney World. His headache was returning full force and his temper was short. "I explained to you what happened. Please don't mention it to Dexter in any way. He's not ready to deal with this yet."_

_"How is he?" asked Dexter's mother._

_"Fragile," he replied, hoping they got the hint._

_DeeDee was already in the room when Utonium unenthusiastically followed Dexter's parents in. She smiled to see her brother asleep and was about to touch his arm when Dexter's father, with all the subtlety of an explosion, exclaimed,_

_"Hey, boy! Looking good! I like the haircut!"_

_Dexter jerked awake with a gasp, momentarily alarmed. Utonium gaped, horrified. Dexter scowled, confused and uncertain of what was happening. He blinked at his father, not at all pleased to see the man. The Professor could have strangled the jerk for calling his son 'boy' as if he was a thing and a possession, not a person._

_"Haircut? I haven't -" He reached up to the back of his head and felt short, soft hair – shorter than he'd ever worn it in his life. Before he could ask further, DeeDee took his hand._

_"Hi, Dexter!" she smiled, trying to distract him._

_"What are you doing here? Mom?"_

_"We just came to see you, honey," his mother replied, elbowing her husband. "The Professor told us you weren't feeling well."_

_Considering he hadn't felt well since last spring, he had difficulty accepting such a reason. Increasingly uncomfortable and suspicious, Dexter backed away against the pillows before she could kiss him. "Why? I've just had a flu."_

_"Flu? That's a good one!" exclaimed his father with a laugh, and the Professor had reached his limit._

_"Out," he ordered sternly. "DeeDee, watch your brother a minute."_

_He practically shoved them out the door and closed it in an effort to shield Dexter from the truth just a little longer. Rounding on the two adults, he savagely hissed, "How dare you! I told you not to mention anything of what happened to him! Do you have any idea of what this will do to him? He was just working his way out of the worst depression he's ever experienced and now you come along and mock him. Great work." He shared his glare between them. "You're revolting, using the fact that he was kidnapped as an excuse for a vacation. Go now and don't come back. You are not allowed near Dexter again."_

_They were flabbergasted at his fury, and immediately Dexter's father challenged, "You can't do that!"_

_Utonium cast a sideways glance at Cpl. Saunders, and the soldier gave him a look of ready support. "Watch me."_

**OoOoO**

"I still haven't figured out how they produced Dexter. His grandfather was a scientist, so I can only assume the intelligence skipped a generation."

Holiday smiled, thinking of Rex and Caesar and the marked difference between brothers. "At least you have a good balance between genius and emotion," she commented.

"Balance? Sometimes." Utonium smiled. "He's got a temper like you've never seen, but . . . the humanity is always there."

"How did you keep them away?"

It was the Professor's turn to smile. "I know a good Plumber."

**OoOoO**

_"Patrick, congratulations on the most ruthless and innovative use of the Department of Defense I've seen in my long and occasionally sordid career."_

_Utonium closed the cover on the heavily embossed letters and forms with their official signatures and raised seals that Shaan had delivered to his hands an hour earlier. With the Plumber's willing help and not inconsiderable influence, the Professor had petitioned the highest office possible to secure his position as Dexter's guardian and this mass of paperwork prevented anyone from challenging his authority. _

_"Thanks, Neel. For all your help."_

_The general shook his head. "Don't thank me. It's my fault he's involved with any of this. The least I can do is make sure he's safe. Fortunately with an invasion about to land in our laps, the President saw the value of keeping your boy happy." _

_"He'll be glad to know his parents can't come near him without my written permission."_

_"Well, while you conveniently forget the art of writing, I'm going to get to work on that little clause that says he can't go off DexLabs property without you or an armed escort."_

_"He's got the girls."_

_"They're busy with school and being super heroes and you can't always be there."_

_"What about Kilroy?"_

_"Mr. Green is worth his weight in Taedanite and comes with his own arsenal, but Dexter needs someone whose whole job consists of keeping him safe."_

_"Got someone in mind?"_

_"I just might." _

_**OoOoO**_

Knowing it was a ten-minute walk between the docking bay and her lab, Holiday started a fresh pot of coffee in anticipation of Six's arrival. She was grateful that Utonium had explained so much of his position even though she could tell the memories were unpleasant. She thought of times Rex had been injured or his nanites had been out of control and could sympathize with Professor Utonium's pain as he watched his ward suffer due to Van Kleiss' greed.

They both looked up as the door opened to admit two tall men. Six and Morton were back. Relief filled her to see the dark-haired ninja safely home, and just having him here again was enough to buoy her hopes. Years of getting to know Six and his body language told her that he was frustrated and worried not just for Rex's safety, but for the whole situation and what it could mean to them and Providence and the whole earth. Morton, though more expressive, had self-control to rival that of Six and he radiated the same tension. They were much alike, these warriors, though it was plain that their backgrounds could not be more different. One a ruthless mercenary, the other a decorated officer, they shared a common devotion to the unorthodox families they had established for themselves - and it was very evident they would go to any lengths to keep their families safe.

"Any word?" asked Six, stepping up to her.

"Not on the boys," she said, glancing at Utonium. "But there's a lot about the situation that you need to know."


	19. He Is Me

**Chapter ****Nineteen: ****He ****Is ****Me**

"Whoa."

Rex's reaction was understandable. Their tunnel ended in a jagged crack that afforded them a view of the underground chamber Echo Echo had detected. The three teens crouched low and out of sight as they gaped at the spectacle below. The space was large and deeply shadowed, with a raggedly arched ceiling and uneven floor hewn out of solid rock, with their vantage point midway up one of the sloped walls. Much of the chamber had been turned into a work station and lab that included high-tech gear and computers and lights alongside a heavy-sided, metallic vat of –

"There's the missing FusionFall," said Ben grimly.

It glowed enough to fill the chamber with a sickly green light, pulsing and shifting as the Fusion Matter sloshed about in the pool-sized container.

"It's moving," said Rex, sounding disgusted. "Is it alive?"

"Not by our definition of the word," Dexter replied. "It is capable of movement and it has some slight intelligence, but without definite form there's not much it can do. Just make sure you don't touch it."

"Bleah. Who'd want to?"

"You'd be surprised," muttered Ben10.

"There's a force field over it," said Dexter with inarguable authority.

"To keep it in," finished Rex, looking for confirmation.

"In part. If you know how to manipulate plasma fields, it would also allow for safe removal of portions of the Fusion Matter."

"You make it sound easy, Dex," murmured Ben.

The redhead snorted. "It's not."

"Snot?" wondered Rex, still a little confounded by Dexter's accent.

"That too," finished Tennyson.

"You're right. The color _is _off," Dexter observed. "Ben?"

"Yeah. It looks anemic."

"What color should it be?" asked Rex.

"Something closer to my jacket, not that booger green."

"What are those container things on the wall?" Rex pointed to a row of round glass chambers standing in a line on the far side of the vat.

Ben's green eyes flew wide. "Not pressure chambers, are they, Dex?"

"No," Dexter said quietly. "Look. On the floor. Those tubes. They're linked to the tank of Fusion Matter. They're some type of test or growth chambers. Probably for whatever experiments Van Kleiss has in mind for his prize."

Oh," said Ben, realizing. "So it's a grow-your-own-monster kit."

A pause followed, then,

"Basically."

"Great." Tennyson drew back into the tunnel a little, motioning them to follow. "Listen, I'll go scout it out. You two stay put." When Dexter raised anxious eyes to his best friend, Ben smiled reassuringly. "There's plenty of light, you're not outside, Rex will stay right here with you, and you're armed."

"Thus rendering my as-of-yet unvoiced arguments invalid?" was the dry retort.

"No, they're valid, but I'm still the logical choice and we need to know what what's out there."

Dexter ceded the victory with a nod, saying, "And when you actually are logical, Mr. Tennyson, you tend to be indubitable."

Ben broke into a broad grin. "Say that again!"

"That you're logical?"

"No, the other thing."

Dexter paused, and then slowly realized he was being teased, if only a little. With a faint smile he repeated, "Indubitable?"

"I am never playing Scrabble with you," swore Rex quietly.

There was a flash of light as Ben activated the Omnitrix and a tall, dark insect threw its wings wide.

_"Big __Chill!" _He looked at his companions, promising, "I'll be back," before his being became almost invisible as he phased through dimensions. He flew straight through the wall and instantly was lost in the shadows.

Dexter sighed, sinking down on a rock by the rough crack the looked out over the chamber. Leaning on his gloved hand, he stared out, focusing on the light while trying not to see the source of that light. Rex sat close by, looking not at Dexter but at the chamber.

"You going to be okay?" he asked after a while.

"I . . . will be," Dexter finally allowed, though he could not keep all uncertainty out of his voice as he added under his breath, "I hope." Aloud he said, "I must apologize, Mr. Salazar. I . . . suffer from a number of disorders, among them a fear of the dark."

"Don't sweat it," the EVO replied. "Besides, you're keeping it together pretty well."

Dexter couldn't stop a little sound of disagreement from rising up in his throat. Rex smiled and tried to find a topic to keep the conversation going. "First time I met Ben, I tried to cave his skull in."

"Understandable. He insulted me and called me names the day I met him," Dexter said, producing a chuckle out of his companion. "It was a surprising start to a very good friendship."

"I hear ya. While we're waiting, mind getting me up to speed on what it is we're up against?" Rex asked, looking expectantly at the younger boy. Dexter never lifted his gaze from the vat of Fusion matter, but in a subdued tone he asked,

"What would you like to know?"

"What is Van Kleiss going to do with that slop? What _can _he do with it? What's the big deal with Pittsburgh? Why is the Fusion slop from there different than the stuff from other places? What's a forlorn hope? And what does Breach want with you?"

The rapid-fire questions told the genius that Rex was reigning in a lot of frustration and curiosity with the situation, possibly with Dexter as well though the questions didn't stray in that direction. He folded his hands on his lap and drew a deep breath, forming his answers with care.

"I believe that Van Kleiss has struck a deal with my Fusion double. His last-known base of operations was an abandoned steel mill in the Allegheny Mountains just north of Pittsburgh, and it was there that he developed a superior form of Fusion Matter."

"Superior how?"

"Stronger. More efficient."

"How'd he do that?"

"How much do you know about Fusions?"

"Almost nothing."

Dexter acknowledged this ready admission of ignorance with a nod. "He started by releasing a strain of Infection the likes of which we've never seen before. An Infection will remove the necessary components from matter, be it organic or inorganic, to produce Fusion Matter, which is then collected and dispersed in a FusionFall to create Fusion doubles and monsters and mechs. The stuff my doppleganger produced didn't just remove the necessary components for making more Fusion Matter, it removed _everything_. There's nothing but a hole in the ground and slag left in the valley where he released that Infection."

"That's not normal?"

"Not even slightly. Usually something recognizable of the area Infected remains – ruins or refuse or bits of vegetation. In this case it was just thick, smelly sludge like toxic waste."

"Huh. So he's like, super evil genius or something?"

Dexter stared at the EVO for a moment, hardly able to believe what he'd just been asked. "He is me, Mr. Salazar."

Realizing what he'd said and who he'd said it to, Rex turned pink all the way to the tips of his ears. "Oh. Oh, yeah."

Dexter blinked rapidly, giving his head a little shake to dislodge that moment of denseness on Rex's part, and carried on as if the exchange hadn't happened. "However, given the pale color of _this _Fusion Matter, I don't think this is . . ."

"The good stuff?" provided Rex when Dexter seemed at a loss.

"Yeah," was the soft agreement. "My present Fusion is . . ." He gestured helplessly, unable to describe his evil twin in better terms and uncomfortable with even trying. "Darker than the others. I think he's somehow altered himself. He's nothing like the other Fusions we know of. He has an agenda beyond conquering the planet for Lord Fuse."

Rex seemed to catch the layers of meaning behind that statement. "So . . . Van Kleiss?"

"Controls nanites. I think he's trying to find a way to make Fusion EVOs, something that would incorporate nanites in its base material in order for that control to carry over to Fusion form."

"Can he do that?"

"I don't know. I hope not."

"So . . . if a Fusion was made of me, would it be able to make all these weapons and stuff I produce?"

"A very good question, but one I can't answer at the moment."

"What about Ben? Does he have a Fusion? Can it do his alien thing?"

"He has a Fusion, but all indicators lean toward his copy not being able to change. There is a Fusion Echo Echo and a Jetray, but those samples of DNA were collected when Ben was in those forms. In the case of EVOs it would be quite different since nanites are part of you on a cellular level, not genetic. Ultimately, I think that yes, a Fusion Rex Salazar would have your ability and control, though probably not your imagination and it would be limited to what you produce up to the moment it came into being. Any subsequent abilities or weapons you develop it probably would not have."

"Scary."

"Indeed." Keeping to the shadows, he tried to see more of the chamber, searching for any sign of Ben and doing all he could to keep his nervousness in check. "To answer your next question, a forlorn hope refers to a band of soldiers, usually the first wave, attacking a heavily fortified position against all odds. Death is almost a certainty, but to the survivors, glory and promotion."

Rex frowned. "So how does that apply to us?"

"It doesn't. It's part of a verbal activation code for the transmitter in my glasses. As soon as we get anywhere near the surface, my computer will pick up the signal."

"Oh. I . . . I just thought you couldn't see without them."

"I can't."

"Oh."

He wished he hadn't been so blunt. Rex had provided light back in the tunnel and endured him clinging like a limpet the whole ride here, and Dexter felt as if he was doing nothing but shutting down the older teen at every turn. He didn't mean to, though the subject under discussion threatened to get very personal, something Dexter abhorred. He trusted few people with personal details about his life, having learned to guard himself against being exploited. He wished - not for the first time - that he had Ben's easy way with people. Since founding DexLabs, Dexter's world had been one filled with adults, and he had great difficulty relating to people close to his own age. Friendship, Ben said, started with trust, which started with honesty. He swallowed, wondering why, for all his genius, he couldn't do something as simple as make friends, especially when faced by someone as downright friendly as Rex Salazar. Dexter didn't know what to say or do to make amends or to restore the easy conversation they had enjoyed with Ben present, so finally he just answered Rex's final question as truthfully as he could and hoped for the best.

"And as for Breach's interest in me, based on what she said back in your headquarters, I believe that I am the intended payment for that FusionFall."


	20. Grow Your Own Monster

**Chapter Twenty: Grow Your Own Monster**

It was highly tempting after hearing Dexter's claim to think that he was being arrogant or egotistical, but given the situation thus far, Rex had to admit that it made sense. Besides, not many people would want to brag about being valued at a poolful of smelly, glittery, anemic, green mucus. Rather than contest the uncontestable, Rex softly asked,

"What does your Fusion want with you?"

The was a long, tense, uncomfortable pause, and Dexter wore a look like complete dread as he finally whispered, "Everything."

Rex stared at the younger teen, surprised at such open emotion and hoping his conclusions were wrong but pretty sure they weren't. Small wonder Dexter's enthusiasm registered in negative numbers right now. Rex scratched his head, trying to find the words - if there was anything that could actually be said in this situation. "Uh," he finally managed awkwardly. "Not cool."

"No," Dexter agreed stiffly. "Not at all."

They were saved by Ben returning. A rush of icy cold air moved past them and they both shuddered at the sudden chill, Dexter sighing in relief to get his friend back. The Necrofriggian flew far enough down the tunnel that his transformation back to Ben Tennyson wouldn't be seen. A few moments later they could hear him (literally) stumbling toward them, and Rex and Dexter drew back to speak to him in hushed tones.

"Something's headed this way, guys," he quickly told them. "Something big and ugly."

"Did you find anything?" pressed Rex.

"Plenty. We're in a mine." As he spoke he handed Dexter a shiny, black rock. "It's pretty old. I saw some abandoned equipment that looks like it goes back to World War II or thereabouts." He held out a corroded button or sort of badge with 'Foreman, UMWA 402, McLintock Bros.' in raised characters.

Dexter studied the badge for a moment and then held up the rock, eyes narrowed as he examined it by the faint glow of Fusion Matter. "Anthracite. We're most likely in northeast Pennsylvania." He slipped the rock into the pocket of his lab coat.

"I am not even going to ask how you know that," muttered Rex, almost consumed by curiosity as he gazed at the badge for a few seconds before passing it back to Ben. With a little shrug - since he trusted Dexter's conclusions without question - the Wielder of the Omnitrix shoved it into the pocket of his jacket.

"We - shh!" Ben turned, listening, and then gestured them to keep low. He led them back to the entrance, crouching behind the broken rocks. Pressed tightly together in a row, they peered down from their shadowy perch to the open space below as two large and distinct forms entered the cavern.

"See?" Ben said in a barely-audible whisper. He pointed at each. "Big and ugly."

"Which is which?" muttered Dexter, revolted.

The two creatures were plainly EVOs, looking like weird crosses between humans and creatures that should not have been walking upright. The first was a bleached, armor-plated werewolf-like humanoid and the second was a bloated, crystalline lizard. Both were larger than a human and powerfully built, the furry one boasting large claws and teeth and the lizard's arm was a mass of greenish crystals like a club. They each carried several specimen containers that they set on a table. Rex could barely make out small creatures - rodents and lizards, most likely - moving about in the clear plastic boxes.

"Biowulf and Skalamander," he provided before he was asked. He glanced at his two companions, saw their expressions, and softly added, "Part of Van Kleiss' Pack. Breach is another part. And yeah, they're supposed to look like that. Biowulf thinks he's Van Kleiss' right-hand EVO but VK would sell him down the river for a song. Skalamander is just a thug that fires crystals." He frowned as he watched them sort out the containers. "What are they doing?"

Knowing the question was directed at him, Dexter replied, "Growing their own monsters, it seems."

He was absolutely right. As they watched, the two EVOs put some of the containers into the glass tubes, sealing them carefully after each box was set inside.

"This will most likely go in two stages," Dexter stated. "The creatures in the chambers will be made into Fusions before being forced to evolve into EVOs, the others will be made into EVOs before being exposed to the Fusion Matter."

"Why not just one at a time? Why try so many at once? Is Van Kleiss nuts?" wondered Ben Tennyson.

"Yes," two voices replied.

Rex suddenly motioned for quiet, crouching down further and trying to make himself a smaller potential target. "Speaking of nutters . . ."

From the shadows on the far side of the chamber stepped a tall, dark-haired man in a long coat and imperious bearing. Rex glowered at the sight of Michael Van Kleiss as the man moved about the work area, double checking the glass chambers and monitoring the pool of green slime. With his henchmen watching, Van Kleiss activated a control, pumping small amounts of Fusion Matter in with the samples. Rex held his breath, waiting to see what happened.

For a moment or two there was no reaction out of the creatures, though he could imagine the acrid smell was probably shocking to them. Rex had to steel himself against gasping aloud when suddenly the green mass on the floor of the closest chamber moved, pouncing on the rodent. Seconds later, the Fusion Matter was absorbed, enlarging the creature to about the size of a cat and turning it a sickly shade of green. He glanced at Ben and Dexter, but they were neither shocked nor horrified by the sight, and he realized they must have seen this in the past.

The mutated mice and lizard settled onto the floors of their chambers and did not move, and for some reason this produced a response out of the two DexLabs representatives more than the creation of a pocket-sized Fusion Monster. Ben wore a look of confusion and glanced sharply at Dexter. The redhead just frowned.

"What gives?" hissed Rex.

Dexter didn't look away for a moment. "Exposure to Fusion Matter brings aggressiveness to the fore."

"Not this time," muttered Ben. "They look sleepy."

Rex remembered the conversation from earlier. "So . . . el cheap-o Fusion Matter?"

"Van Kleiss is getting ripped off," concluded Ben with a grin, and Dexter nodded.

"_Caveat emptor_," whispered the scientist with wicked approval.

"Just don't try turning these critters back," Ben advised, looking over Dexter's head at his friend. "Fusion Rexes would be so not fun."

"What, devilishly handsome, party animal me?"

"Green's not your color, _hombre_."

At Van Kleiss' order, Biowulf recaptured a Fusion mouse in the plastic container and set it on one of the tables. Without hesitation the dark-haired man reached in and touched the mutant vermin, commanding the nanites it contained to grow and expand and change the creature into something he could control. The mouse's body changed grotesquely, its hair hardening to spines as it sprouted more ears and oversized teeth and a dorsal ridge that ran all the way down its bristling tail. It made a piercing, chittering noise and hissed at the two EVOs, but showed little inclination to do more despite its formidable appearance. At this point Van Kleiss was merely curious and interested, having no idea that the Fusion Matter he'd been given was not the same stuff that had facilitated the invasion of Earth. It was petty satisfaction, but satisfaction nonetheless to know that his plans were doomed from the get-go and to see his arrogance come to naught, if only for a moment.

"Usually they get bigger when he pulls that move," whispered Rex

"A mouse must have a limited number of viable nanites compared to a human or larger animal," Dexter replied. "Or perhaps the Fusion Matter inhibits his ability to manipulate nanites."

"He usually goes for total exploitation of a resource, so you may be right. I think he's inhibited."

"Its size is brought about by combining its mass with Fusion Matter, a common effect when it integrates with living creatures. This means the Fusion Matter – or at least this batch of it – can't or won't increase the number or strength of the nanites present."

"So the nanites go Fusion, but he can't make them any worse than they'd be. Except for the little matter of being green and bulletproof," Ben said.

"So far," Dexter replied, mustering the courage to look at the Fusion EVO. "Perhaps the opposite process will yield something worse."

"Doubt it. That caffeine-free stuff may as well be snot for all it's doing Fusion Monster-wise. Your evil twin is taking Van Kleiss for a ride."

"And fascinating as this all is, we still need to get out of here," reminded Rex.

"Trust me, we haven't forgotten," the Ben10 said, and though his voice was barely audible he managed to sound stern. "The only problem is, 'out' is through them, through their little proto-base, through a mile or so of tunnels, and then up the mother of all mineshafts."

"Yeah, so?" Rex shrugged, his bravado shining through as he grinned. "How's that a problem?"

Dexter gave him a sidelong look, arching his eyebrows as he gestured at himself and wryly said, "Merely mortal, Mr. Salazar."

Rex hesitated, realizing he'd grown so used to working with EVOs and ninjas and battle-hardened commandos that a (relatively) normal teenager threw him for a loop. Even Noah made for decent backup in a fight, having received some training at Providence's academy and just by hanging out with Rex and accompanying him on missions. Dexter had no powers outside of that blazing intellect of his, and given his size (or lack thereof), if things got physical, Dexter would be vulnerable. He was definitely of the caste that started out fighting smarter, not harder (unlike Rex, who had try fighting harder first before settling for smarter).

From the other side of the young teen, the look Ben gave Rex told the EVO that trouble would follow hard on any suggestion that put the owner of DexCorp at risk. Dexter's safety took precedence over all, and Tennyson was not to be argued with on this point. Rex returned the stare, knowing this was exactly the sort of thing to make or break this team and their friendship. He was used to taking the most direct route, which to him usually meant fighting his way free, but Ben didn't have that luxury so long as he had to guard Dexter.

"Maybe you can get out and call for help," he whispered to Ben. "If we're in Pennsylvania, Providence isn't all that far away."

Tennyson shook his head. "We got in here together, we leave together."

"No one wants to be out of here more than I, but we can't rush into anything," Dexter said, letting Rex know that of them all, he undoubtedly had the most to lose. "Until we find a safe way out, it behooves us to learn all we can of Van Kleiss' intent. Believe me; I _can _see the forest through the trees, but we need more information if we're to make an opportunity to escape."

A valid point. The kid might be (very) weird and phobic, but he really wasn't a bad sort and Rex didn't want to be the one to drive a redheaded wedge between Providence and DexLabs – or, more specifically, between himself and Ben. Besides, if he did anything that Holiday and Six would classify as stupid, they would double team him in a heartbeat with Bobo cheering them on. So he just nodded silently to Ben and let him know they'd do things his way. Besides, if the wheels fell off the wagon later, fighting was still a viable option and he knew Commander Tennyson would agree. Content with that conclusion, Rex returned his attention to Van Kleiss' little homegrown science project.

By now, as predicted, Van Kleiss had turned a vole and a spider into EVOs. They weren't his usual giant-sized monsters, but they were enough to make Dexter look faintly ill. Was it spiders or rodents or just animals in general that bothered him? Briefly he wondered what it was like to go through life in a steady state of terror. Rex had to admit the big, hairy spider was pretty gross, especially since it sprouted a complete set of extra legs and made a sound like a woman screaming. Their creator gestured them into two free chambers and the EVOs obeyed, only to be swamped in Fusion Matter a few moments later. They turned green, grew bigger, and immediately settled down for naps. A little confounded now, Van Kleiss released the Fusion vole, gesturing at it and plainly trying to command it. Rex felt an immense rush of amusement as he watched the EVO stare stupidly at the man. It seemed the nanites would not work independently of the Fusion Matter. After several unsuccessful attempts to get the rodent to do his bidding, Van Kleiss ordered Biowulf to lock the creature up again.

Rex looked to Dexter. "Could he make Fusion copies of things?"

"Yes. It's merely a question of introducing small amounts of DNA to an isolated mass of Fusion Matter."

"Do you think he knows that?"

"Doubtful. I don't believe this stuff would have much integrity, anyw-"

Ben gripped his arm tightly for silence as Breach walked out of the tunnel leading into the cavern. The three boys crouched lower still, hardly daring to breathe but far too curious to look away for a moment. Biowulf and Skalamander stepped away from her, clearly trying to avoid their leader's wrath. Van Kleiss suddenly became very interested in several monitors, ignoring Breach for a while until finally, without even looking her way, he said,

"You've come alone, I see."

"I'm still trying to find them," she replied in not-quite-a-whine.

"You don't seem to be trying very hard, since clearly they're not here."

Breach glowered, openly displeased with the criticism. "They have to be somewhere close," she insisted. "I found the wreckage from the hall I had to transport out of Providence to take them. They're not far from here."

"And yet you were told to bring Dexter right to me," was his cool reply.

"I couldn't. He's wearing some sort of force field that kept me from being able to reach him."

He finally looked at her, gesturing angrily. "Do you actually think these excuses interest me? If they're all together, tracking them should be no problem, Rex being the EVO that he is. In little over three hours I'm supposed to deliver Dexter. Don't disappoint me – or our client."

Breach glared as he turned his back on her again and paid attention to the computer screens. From where the boys were hidden they couldn't hear her growl, but they were all capable of imagining it as she stalked off. Dexter swallowed, not looking up as his conclusions were confirmed. Ben leaned in very close.

"What's he mean? EVO?"

Rex grimaced, remembering too late. "My body puts off selenium. Because of all the nanites I produce. It can be scanned for and tracked. Sorry guys."

Dexter gave him a pained look, as if to say it was a heck of a thing to forget. Knowing he had screwed up, Rex made a little sound of regret.

"If they've got a means of tracking us, we have to get out of here _now_," Tennyson breathed.

His companions nodded, and Rex, who was grateful no recriminations were forthcoming, whispered, "We'll need a distraction."

"I can use the disruptor to short out the force field over the Fusion Matter and free it all," Dexter said.

Ben shook his head. "You need that. Don't waste it." He looked to Rex. "I'll attack, you get him down that corridor. It's a straight shot. Get to the elevator shaft and get him out of here. Don't stop for anything and don't worry about me."

Dexter shook his head. "Ben -"

"Your dad told you to listen to me, Dex. So listen." He looked hard at his best friend. "Whatever you do, don't lose contact with Rex. Got it?"

There was a pause, and then Dexter nodded. They started to move in preparation – Ben reached for the Omnitrix, Rex put his goggles on, and Dexter began to stand – when from behind them came a high-pitched whine they had heard too often of late and from one of Breach's vortexes stepped Van Kleiss and his minions. Frustration reigned supreme in the Pack as Dexter whirled and laid hold of both his companions just in time to keep Ben from being swallowed by another portal. The swirling red gateway dissipated uselessly, and Breach growled at being thwarted again by the young scientist and his technology. Van Kleiss moved out of the dark corridor to smile at them benevolently, his pale and predatory eyes sweeping over them with a hunger akin to lust and his voice echoing through the large chamber.

"Gentlemen! Welcome to Gat."


	21. Gat

**Chapter Twenty-One: Gat**

The three boys stared at Van Kleiss, silent and tense and poised to act.

"Gat?" Rex finally asked, trying out the unfamiliar word. He sounded wholly unimpressed, and his expression matched.

Their would-be captor gave him an almost fatherly look. "Surely an agent of Providence should know the meaning behind Gat."

Neither Ben nor Rex rose to the bait, but waited for Dexter to provide enlightenment. The Boy Genius didn't disappoint, though by the thickening of his accent Ben could tell Dexter was extremely stressed at this unexpected and unwanted confrontation. Knowing Dexter like he did, he knew his friend was itching to adjust his glasses but didn't dare release his hold, so Ben reached over and put his hand on the redhead's shoulder to free him up, taking advantage of the protection the disruptor offered for as long as possible.

With extreme indifference, Dexter pushed his glasses back into place on his nose, saying, "According to Hebraic lore, Gat is the region of Heaven where unborn souls wait to come into the world. It's said that every time a sparrow sings, a new soul is born in Gat." Blue eyes fixed Van Kleiss with a glare that was just short of lethal. "Michael is simply playing off the biblical references associated with Providence in a weak attempt to imply he's either somehow capable of creation or possessed of a soul."

Van Kleiss smiled humorlessly at the dig, and there was a wicked, greedy gleam in his pale eyes as he stared at the boy. "Dexter. It's been far too long."

"For you, maybe," snapped the redhead.

"You know this jerk?" Ben asked out of the corner of his mouth.

Small and fierce, Dexter glared at the man that had ruined his health and hard-earned sense of security. "Unfortunately."

**OoOoOoOoOoOoO**

_"What's wrong?"_

_"Where are my gloves?"_

_Utonium looked around the hospital room, expecting at any moment to see a flash of purple latex. Dexter sat nervously on the bed, clearly doing his best not to panic. He had bourn up well the past week, as eager as frightened to finally go home and painfully aware of the battle that lay before him as he dealt with the fallout of having been kidnapped. The greatest frustration was the impact of the dyconine overdose upon his system. The drug was known to have long-term effects upon the amygdale, triggering anxiety over the least things until they became full-blown phobias in adults. They had no idea of what the effects on a child would ultimately be. Already suffering from obsessive compulsive disorder (as inherited from his mother), Dexter had a number of existing fears that were magnified out of proportion, starting with his fear of dirt._

_"I don't see them. Do you remember where you took them off?"_

_"I took them off in the bathroom," he said quickly, as if trying to make Utonium hurry. He hugged his hands close to his body; fearful of coming into contact with anything he wasn't absolutely sure was clean. "I don't know where they went."_

_The Professor came and stood before him, placing a hand on the boy's narrow shoulder. "I'll find them. If they're not here, I'll get you another pair. All right?"_

_Almost sick with fear, Dexter nodded, begging his father with his eyes to make things right again. Utonium smiled, trying to bolster his confidence, and said,_

_"Wait right here. I'll check in the bathroom."_

_At this point, it was simply easier and safer to humor Dexter and offer constant reassurance than to try to address the phobias. He needed to be healthy and secure and home before anything could be accomplished. It would take time – a great deal of it – to rebuild this young genius. Van Kleiss' selfish greed had set Dexter so far back that Utonium doubted he'd ever fully recover. Post traumatic stress was expected after a kidnapping, and until Dexter's hair grew back and the brown dye faded, his own appearance was a constant reminder of what had happened. Dexter avoided mirrors now, and since he was afraid of being alone, the Professor made sure to leave the door wide open as he stepped into the bathroom._

_No gloves anywhere. He checked the trash and every nook he could see, knowing they weren't here but needing to be certain for himself and Dexter. Most likely the cleaners that came through last night thought they had been left over from the night before and threw them out. He smiled as he stepped out again._

_"Looks as if we'll have to get you new gloves. I don't see them."_

_Dexter let out a small whine of fear, twisting his clenched hands against his chest in desperation and breaking the Professor's heart as he tried so hard to overcome what he knew was an irrational terror. "Are you going to leave?" he breathed. Except when he was asleep, his father had been with him constantly in the hospital, and the thought of being alone was at least as bad as being exposed to dirt and germs._

_"No. Of course not," he replied. As he spoke he sat down beside Dexter, pulling him close against his side and holding him gently in a one-armed hug. "I'll send General Shaan."_

_A snort escaped Dexter at the notion of a two-star general running to the grocery to buy gloves even though they both knew Shaan would do it – or send Col. Dearing, his aide. Utonium was happy to hear a bit of amusement out of the boy even though it didn't last long._

_"It's the least he can do, considering how much money the Plumbers owe you right now. Besides, the general said he was sending you something he thinks will help make you feel better."_

_"Gloves?" Dexter asked hopefully._

_"I doubt it, but we won't leave until you have a pair."_

_"But I thought we were leaving at noon."_

_"If we have to delay things a little bit to get you gloves, we will. It's not an issue, Dexter."_

_"But - our flight home. I thought-"_

_He was trembling at the very idea of missing a scheduled flight. Always punctual, the suggestion of not keeping any sort of appointment was quite enough to set him off again. With a gentle hand Utonium smoothed Dexter's cropped hair, trying to calm him with indifferent results._

_"It will be easy enough to change our flight if we have to. If all else fails, I'll charter a jet to get us home. Don't worry."_

_Dexter curled up tighter, leaning heavily against him but hesitant to hold on as per his usual habit without gloves between his hands and Utonium's jacket. The tension slowly drained from him, and Dexter sagged, hanging his head in shame. "I'm sorry, Dad. I . . . I'm sorry."_

_"Don't be. None of this is your fault. You're doing very well, Dexter. Give yourself time."_

_"I don't even know if I can go outside," he reluctantly admitted, his voice shaking. "I hate this. I hate what he did. I hate being afraid. I don't want to be, but I can't stop. I can't stop imagining what might have happened. What if he took me away from you? What if you weren't there? What – what if he killed you? I hate this! I can't . . . s-stop . . . thinking."_

_Tears too long held in check finally started, and Dexter gave vent to all the frustration and terror he was feeling. Knowing there was nothing else for it, Professor Utonium gathered his son into his arms and held him tightly. Even now Dexter could not bring himself to unclench his hands, but he pressed his face into his father's shoulder and poured out his misery. Utonium rested his chin atop the boy's hair – his dark brown hair – and silently thanked heaven above that despite his trauma, Dexter was here in his hold and alive and not a prisoner to the monster that had tried to kidnap him. He had experienced similar fears and nightmares to Dexter's, only he had a better grasp of Van Kleiss' tastes and character. Given his initial impression of the man, he did not want to imagine what might have been in store for his son if he had ended up in Van Kleiss' power. They were fortunate nothing more than a drug overdose and a concussion were the sum and total injuries of this incident._

_He let Dexter weep, hoping he'd exhaust himself and get some more sleep before they left. He closed his eyes, mentally trying to figure out the best way to get him to the airport and through the crowded terminal and security. Dexter disliked crowds at the best of times. The Professor was certain that, like his other dislikes and fears, this would also evolve into a full-blown phobia. Just thinking about getting through security was giving him a headache and he knew a commercial flight back to Townsville would be out of the question. He sighed, wishing there was more information available on the effects of dyconine and knowing that Dr. Cardon would want regular updates on Dexter's progress for the sake of research. _

_Dexter's sobs had slowed, though his breathing was still shaky and he showed no inclination to move or be released. The Professor smiled to himself, perfectly willing to go on holding him until Dexter could make it on his own. If it took ten minutes or ten years, he would gladly do it._

_"Professor Utonium?"_

_Forcing himself not to jump, he opened his eyes. A tall, slim man stood in the doorway. He looked to be a few years younger than Utonium, and the Professor got a quick impression of a military bearing from his neat suit and polished shoes and precision haircut. He stepped into the room, moving quietly as he set a duffle bag on a chair. With a quick glance at Dexter, he quietly asked,_

_"Is this a bad time, sir?"_

_Utonium looked up and saw blond hair and blue eyes that could rival Bubbles. He shook his head. There were no more good or bad standards now that Van Kleiss had reset the bar for them. _

_"No," he said just as softly. "Can I help you?"_

_From the duffle bag he produced a folder, which he set on the bed within easy reach since Utonium's hands were full. "That's what I was going to ask you, sir. My name is Charles Morton. General Shaan sent me. I'm your son's bodyguard."_

**OoOoOoOoOoOoO**

"Remember when we first met, Ben, and you asked about the Presidential order making me Professor Utonium's ward?"

"Yeah," Ben said, never taking his eyes off the Pack. "The Russians tried to kidnap you."

Ignoring Rex's confusion, Dexter stared hard at Van Kleiss as if daring him to contradict anything he said. "It wasn't the Russians. That was just a rumor that started and we didn't suppress it because it served our needs. It was Michael Van Kleiss, working for his own greed, who not only tried but was partially successful in kidnapping me. In his ineptitude, he gave me an overdose of dyconine, the base of Dycho Psycho, which has the long-term effect of enhancing existing fears to phobias."

Ben gave the man a look he reserved for the worst scum of the universe. He nodded in understanding. "So it's his fault you're so weird."

The redhead didn't even acknowledge the comment. He just reminded himself that this was his best friend and wrote off the observation as Ben being Ben. "Nyeah. He's also the reason that at the age of twelve, I had to go through detox."

"Nice," was Tennyson's sarcastic assessment.

Said Van Kleiss dismissively, "Water under the bridge."

"Not if you've built a dam," snapped Dexter.

"I didn't bring you here to harm you," the dark-haired EVO stated, his accent disguising the malice in his words. He shifted forward a step.

Dexter tightened his grip on Rex as he felt the Latino pull away slightly, straining to have at the Pack. Like the EVOs opposite them, he was impatient with the monologuing, being used to full-out action when faced by enemies of Providence, but Dexter was steering the conversation where he wanted it to go. Rex didn't immediately recognize the battle going on right before his eyes, though Ben, long used to Dexter's ways, knew exactly what was happening and so kept his silence and his peace – for the moment.

"No. You brought me here to sell me to my Fusion double for Fusion Matter."

Dexter was an astute enough business mogul to know that his announcement took Van Kleiss by surprise. A slight tilt of the head, an instinctive flexing of the hands, a change in the man's breathing, and he knew he was right in with his surmise.

"_Sell _is such an ugly word, Dexter."

"Why should it taste so bad now? You would have sold me three years ago."

"Certainly not!" exclaimed Van Kleiss, feigning indignation. "I would have kept you for my own and raised you and been your loving father."

Forcing himself not to shudder at the notion, Dexter's glance slid briefly to Breach where she stood just behind her leader. The EVO girl clenched her teeth and stared at him with hatred in her pale green eyes before Dexter looked back to Van Kleiss and said,

"Because you're such a loving father now? I have a father, Michael, and he's perfect. He thwarted you once before and he'll do it again."

Ignoring the implications of the Boy Genius' pointed look and comment, Van Kleiss chuckled at such bravado and sneered at the notion of the Professor being able to outsmart him when his plan had advanced so far. "There's no way Utonium can possibly find you down here."

Dexter shrugged. "Believe what you like, but know this: if I come to the least harm, you're the ones who will pay, and unlike you, Patrick Utonium is no fool."

The tall man leered down at him. "Meaning?"

With a smirk Dexter replied, "Find out for yourself."

The unamused smile was returned. "I believe I shall." He turned and walked back toward his waiting minions, gesturing casually as he ordered, "Don't harm Dexter."

Ben looked to Rex. "Keep him safe," he snapped. "Get him out if you can."

"What are you going to do?" demanded Rex.

Ben let go of Dexter's shoulder to activate the Omnitrix, smiling as he said, "Go hero!"


	22. Contractual Obligations

**Chapter Twenty-Two: Contractual Obligations **

They gathered in Holiday's lab, as strange an assortment of soldiers and scientists as had ever been assembled in one spot, but certainly they were no stranger than the three missing boys that had united them. She wasn't used to so many people in here at once. The lab seemed incredibly crowded even though there was still room to spare and only half of the available spaces were covered by men, weapons, and equipment as Six, Calan, Dearborn, Morton, Bobo, Number Four, and Professor Utonium waited for White Knight to join them. She had been introduced to Kilroy Green, Dexter's physics teacher, by way of a holographic projector, and it wasn't until several minutes after meeting him (and getting over her surprise and quashing her curiosity at meeting an actual monster) that she realized this must be the scientist who wrote the paper on transdimensional portals that had set Providence on its ear when she and other scientists had recognized the source of the data cited – namely, Breach. Once again she regretted the lack of communication between Providence and DexLabs and quietly prayed that they could use this situation to some good and turn things around. Dexter, Utonium, Green, Weiss – the A-list of scientists working at DexLabs went on and on. What they could accomplish with a little cooperation!

She glanced at Utonium where he sat waiting, his wrist communicator on the table beside him projecting the image of Mr. Green. He was silent and waited patiently, but she could tell this anxious, frightened father was fighting to stay still. Beside him, Number Four leaned against the table, looking positively menacing for such a young boy. He was very possessive of the Professor, and she had the distinct impression that the yo-yo he was flipping with practiced ease was no mere toy. Dexter had his bodyguards and so did his father, it seemed.

"Mmm," Bobo suddenly hummed, his eyes closed as he rubbed his belly. "I smell curry. Hey, Doc, let's send out for Indian."

"You smell Morton and no," Six responded blandly.

"Killjoy. Hey, blondie," he called across the room to Morton. He gave him a thumbs-up. "Good choice of aftershave. You smell delicious."

Morton just gave the EVO chimp the same look that had sent the _Seaview_'s officers and seamen alike scrambling for cover and had stopped a KND Code Pants of Fire before it started. On the far side of the room, Bobo Haha felt the glare and he opened his eyes in alarm, but Calan had already distracted the former SEAL with a hasty question about travel by jump platform.

"Don't provoke him," Six warned quietly. Coming from a ninja, especially_ this _ninja, Bobo saw fit to classify this advice as medical – as in his continued good health might depend on it. Besides, he didn't want to be tossed out when this was shaping up to be such an interesting mission, and so to ensure his inclusion on whatever team was organized to go after Rex (if any), he opted to clam up. Holiday cast Six a grateful look. Bobo was abrasive but loyal, but Morton didn't know that and the last thing they needed right now was another row between Providence and DexLabs.

Their attention was claimed when the large screen on the wall turned on and the head of Providence joined them. Utonium stood, a tall and imposing figure, and the others drew closer as well.

"_Have there been any new developments?" _White demanded without preamble.

"No," Six replied. "We have more information, but no real updates."

The washed-out man nodded. There was a pause, and then he said, _"Then before we get started . . . Professor Utonium."_

The dark-haired scientist looked up, folding his arms. It was plain for all to see that he did not relish a confrontation at this point, nor would he tolerate one. "Yes?"

"_I want to assure you that everything that can be done, will be done to ensure the safe return of your son and Commander Tennyson."_

"Thank you, but you're up against more than you know," cautioned the Professor.

"_The possible Fusion involvement,"_ White replied. _"I know. Any relevant information you can provide would be appreciated."_

As if he'd hold anything back when his son was in danger. "Of course."

"_And before we proceed any further, there's something I owe you."_

Confusion showed on Utonium's face and he frowned, plainly unsure of White's intent. Around him, the others were likewise puzzled, having no idea of what was meant. White Knight seemed to brace himself, and, speaking as if he had something very distasteful in his mouth, said through gritted teeth,

"_An apology."_

**OoOoOoOoOoOoO**

Every Providence agent present was shocked into speechlessness. Dearborn and Morton exchanged surprised glances and by the shift in their stances it seemed they felt a sense of vindication. Wally alone had no appreciation for White's unprecedented, uncharacteristic statement, but by his shrug the Professor knew the boy dismissed the reactions around him as a grown-up failing he hoped to avoid someday. Astounded, Utonium dropped his hands, hardly able to keep standing as he asked, "What? What for?"

"_For the incident with the nanobot eight years ago. I should have been more circumspect."_

Slack-jawed, Patrick Utonium stared at him for a long moment. Was White serious? He seriously doubted the head of Providence had been seized by a fit of conscience or had been plagued by sleepless nights until he made amends for his appalling conduct. Finally finding his voice, the Professor demanded, "Dexter put you up to this, didn't he?"

"_It was his price for the information on blocking Breach."_ White actually smirked a tiny bit at Utonium's reaction and having caught him so completely off guard_. "It's a price I'm willing to pay to keep my people safe."_

There was a faint movement from the foot-high hologram of Kilroy Green as the green-skinned fire demon looked away, shaking his head slightly and trying to hide his amusement. Utonium glared, but Green was unrepentant.

"Roy . . ."

_"Happy birthday?"_ suggested the demon, flashing a yellow, pointy-toothed smile.

"Did you know he was going to pull something like this?"

_"Of course not, Pat. I think it's just a thank-you for all the battles you've fought for him."_

"This is hardly a -"

He broke off, realizing what he was saying as Green kept smiling. Everyone, even Wally, heard the demon's unasked question of _'Isn't it?'_ with perfect clarity.

**OoOoOoOoOoOoO**

_"Christ."_

_He stood at the edge of the gaping hole angled through the floor of Dexter's underground laboratory. It was like a maw that had swallowed his boy whole and alive, a gateway to hell where the devil himself had carried Dexter away into the darkest pit. Kneeling down, the Professor touched the granite wall of the tunnel. Twenty-eight feet across, it was surprisingly smooth, almost polished, though he could not tell at a glance if it had been drilled or burned through. The opening was a little too steeply angled to walk down, but he had no desire to step into the blackness. He knew the tunnel stretched several miles underground until it emerged in an old quarry on the outskirts of Downtown – a quarry Dexter now owned. No rubble had been found either in the quarry or the tunnel, leaving Dexter to conclude that somehow his doppleganger had used Fusion Matter to get in. They had never heard or seen such absolute control over Fusion Matter and the implications were frightening, but given the reports they'd gotten from the steel mill outside Pittsburgh, if anyone was going to have such precise command over the destructive goop, it was the Ur-Dexter._

_A small sound alerted him to Dexter's approach, and he turned to see his son move slowly toward him. An hour had been allotted by Dr. Cardon for Dexter to show his father the damage to the lab, and he could tell the boy was already worn out and stressed by the memory of what had happened here. Instinctively Utonium reached out and drew the redhead to his side, giving and receiving support as they surveyed the remains of one Fusion's invasion. _

_"What do you think?"_

_"If I could, I'd move the whole lab well away from this point and seal it off forever," Dexter said, his voice soft and hoarse and fierce. He looked with loathing at the large hole._

_"Well . . . look at it this way – now you have a back door."_

_Dexter leaned heavily against him. "I already have a service tunnel."_

_"Not one that goes outside the campus," he said, suddenly intrigued at the possibilities._

_"What are you saying, Dad?"_

_What was he saying? He was trying to reassure his son and take away some of the fear the Ur-Dexter had instilled. He was trying to head off the worst of the inevitable depression that was sure to follow this incident by finding something positive in the whole terrible, terrifying situation. He held Dexter a little tighter._

_"I'm saying you have an opportunity, Dexter. This skirmish your double started isn't over yet. Not by a long shot, especially if we turn it around on him. It wasn't his intent, but he more than tripled available space down here. You have a straightaway over a mile long for testing vehicles. Set up a firing range. You wanted a bigger wind tunnel than aeronautics has - build one in here and you won't have to share with the flyboys." He turned Dexter to face him, leaning over to look him squarely in the eye as he gave the boy's narrow shoulders a reassuring squeeze. "The Fusion gave you this space and this chance. Don't waste either. Use it. Make more and better tools so that you can bury that little -"_

_Eyebrows raised, Dexter waited expectantly to hear Utonium's term for the creature that had hurt him so. _

_"Slime," finished the Professor, though Dexter knew he'd been thinking words far worse than that. He even smiled faintly at the notion of his father cursing, a rare - though usually spectacular - event. Moving in close, he rested his head against Utonium and closed his eyes, holding on to the front of his lab coat as the Professor automatically wrapped his arms around that scrawny frame._

_"I could use a wind tunnel," Dexter said after a few minutes of contemplation. "And a wave pool. And I would like to bury that slime."_

_"Let me know how I can help," he said, and Dexter responded by tightening his grip and pressing closer still._

**OoOoOoOoOoOoO**

For a long moment Patrick Utonium kept his silence, coming to terms with the situation and what was being offered. It wasn't just an apology. It was an opportunity. One he couldn't pass by . . .

Dexter had set this up. He knew it instinctively. He had never met anyone else that thought and planned so far afield as his ward. He'd call it scheming, but there was rarely any adverse intent behind his plans and in truth, Dexter's life and his company had been saved time and again by his long-sighted preparations. It was as much a part of him as his accent and red hair.

Perhaps Dexter had seen the need for their organizations to get along. Granted DexLabs didn't need Providence as much as Providence needed DexLabs, but there was no denying both causes they fought could be furthered if they worked together. Dexter knew that the Professor was forgiving in the face of a genuine apology, and though clearly not to his liking, White's contriteness was real – if only to achieve his ends. That his ends - crude though they had seemed eight years ago - was the preservation of life made for a very convincing argument.

And now he was faced with the fallout of Dexter's personality and intelligence and form stolen and imprinted on a being of pure malice. If Dexter planned then the Ur-Dexter schemed, but he did not unravel the course of his actions as thoroughly as his human counterpart. For that, Utonium had to be grateful.

For the second time in just a few months, the Ur-Dexter had unknowingly handed them another weapon to use against him. The first time he had expanded Dexter's laboratory and with it the Boy Genius' determination to defeat the Fusions. Now by his own dealings he was imposing an alliance between two entities that had no cause to love one another, but less cause to work against one another in light of the threats presented by EVOs and Fusions. Utonium knew what it had taken for White to offer an apology, especially with so many of his subordinates present. For the sake of getting the boys back, the Professor was more than willing to meet the man halfway.

"Apology accepted."

The tension in the room broke and suddenly people were breathing again. Holiday smiled in undisguised relief and was about to start her report when suddenly the DexLabs comm units all gave a burst of static-filled feedback. A moment later, broken but distinct, Ben Tennyson's voice came over the airwaves and sent their hearts racing.

_"Sarge? Sarge, do you read me? Chip! Come in! It's Ben! Do you copy?"_

"Tennyson!" barked Morton into his unit. "We copy! Where are you?"

A pause followed, and Utonium could only imagine the young man looking around desperately and trying to get his bearings. He knew exactly what Ben was feeling right now.

_"I have no idea."_


	23. 43 57′0″North 59 54′57″West

**Chapter Twenty-Three: 43°57′0″North 59°54′57"West**

". . . unlike you, Patrick Utonium is no fool."

Dexter's small, derisive shrug loosened the grip Ben had on his friend's shoulder just enough for him to notice. Rather than resume his hold, though, Ben found himself facing a moment of truth. Rex was right. Much as Ben did not want them to be split up, the best, maybe even the only way to get Dexter out of here would be for him to go summon the cavalry. That Breach chick totally had it in for him, so it was time to put her anger to work for them and let her zap him somewhere else so that he could (hopefully) get hold of Morton. she was the fastest, easiest way out of here - for him. Dexter would not be allowed to leave by any means save brute force or handing him over to his Fusion double. Ben absolutely hated leaving his friend, especially in a situation so desperate, but they didn't have much time before the Ur-Dexter got here. The chances of him and Rex fighting their way past the Pack and finding their way out of here with Dexter in tow were slim to none.

Van Kleiss was staring at Dexter like a dog eyeing a t-bone. "Meaning?"

Ben shuddered at the notion of leaving his friend behind with this freak show, especially Van Kleiss, but there was nothing for it. He had to trust that Dexter had enough of a handle on his phobias to deal with the EVOs until a rescue could be mounted. The redhead briefly glanced at Ben's hand on his shoulder, seeming to guess that Ben was up to something. There was no doubt in Tennyson's mind that Dexter would figure it all out in a few seconds. There was also no doubt in his mind that his best friend would eat these minions for breakfast – Dexter had them outgunned in every way save physical strength.

"Find out for yourself," snapped Dexter.

"I believe I shall," sneered the dark-haired man in a cold voice.

Van Kleiss had to be out of his mind if he was dismissing Professor Utonium so casually. A being with greater capacity for passive aggression and psychological torture Ben had never seen. Despite his mild, gentle manner and easy smile, the Professor was ruthless when his children were threatened and there were no limits to how low he'd stoop to protect his own. He knew, too, that Patrick Utonium was the only person whom Dexter acknowledged to be smarter than himself (though Utonium would deny as much), and that Dexter firmly believed that his father would be the one who ultimately would stop the invasion and destroy Planet Fusion. So that Van Kleiss – science geek that he was - chose to call that wrath down upon his own head only told Ben that he had to be completely lacking in sense.

With a careless gesture, Van Kleiss retreated even as he set his dogs loose. "Don't harm Dexter," was all he said as he put on a show of contempt and walked through a portal Breach opened for him. Such arrogance would be galling if Ben wasn't used to it out of Dexter, and he'd already decided that Dexter's crazy pronunciation trumped Van Kleiss' affected English accent hands down. In a matter of seconds he sized up the competition, trying to decide which alien these creeps deserved to have unleashed on them and glad that their boss had left them to fend for themselves. Breach smiled in anticipation, while Biowulf and Skalamander tensed for action. Ben felt a surge of fear and excitement, the thrill of battle seizing him.

He looked over Dexter's head at Rex. "Keep him safe. Get him out if you can."

Wide-eyed, Rex demanded, "What are you going to do?"

"Go hero," he said with a smile, releasing his hold to activate the Omnitrix. "Cover me, Dex." To the Latino he said, "Whatever you do, don't let go of him. Got it?"

"What the-?" exclaimed Rex, but Dexter simply nodded sharply. Bending over, he yanked up his trouser leg and pulled a small Null-Void pistol from his boot, powering it up as he straightened. Without the least hesitation, the Boy Genius opened fire on the Pack, the white flashes of energy blinding bright in the tunnel and the smell of ozone filling the air. The three EVOs were forced to scatter at the unexpected assault, giving Ben time to transform. A shout of pain echoed off the walls as Skalamander did a poor job of hiding his considerable bulk.

"_Big Chill!"_

Huge wings swept open and sent a blast of cold air past the defenders. The Necrofriggian turned to his EVO friend as Dexter, protected by Van Kliess' order, shielded his guards with his own body and kept the would-be attackers at bay for a few moments.

"Go! Take him and go!"

Rex shook his head. "But you -"

"All part of the plan," breathed Big Chill. "I'll hold them. Go! Go!"

Dexter stopped firing only when Rex clapped him on the shoulder, hauling him along. "C'mon, Dex!"

Ben could hear Rex transform the nanites in his system. If metal could stretch, it would make that sound. It was as reassuring as the whine of Dexter's Null-Void as the Boy Genius got off a few more shots. With a roar and a shower of grit the Rex Ride peeled out toward the open cavern and they were gone. With Dexter and his Null-Void removed from the scene, the laser light show was over and the shadows returned dark and heavy, which suited Big Chill just fine. The Pack dared to leave their hiding places just in time to get a full dose of Necrofriggian fury. Darting through the air, he aimed his icy breath at the big, green EVO just as Skalamander raised his crystalline club of a hand. Instantly a thick coat of ice formed over the limb, weighing it down and keeping him from firing the crystals that were his primary weapon. Seeing his chance, Biowulf rushed him, bodily seizing Big Chill from where he hovered in mid air in a bear hug and trying to crush him.

"Eww," muttered the huge moth, drawing back in disgust. "Doggie breath."

Biowulf growled, bearing his teeth, then jumped as his victim went intangible, phasing through the EVO's arms and leaving behind burning cold. Behind Biowulf, Skalamander was smashing his frozen hand on the wall, trying to break free. The biggest threat was missing, though. Big Chill twisted around, trying to find –

Breach stepped through dimensions and appeared behind him, her vicious smile barely visible as she glared up at the blue alien through her mane of stringy hair. She held her bulging arms high and Ben10 braced himself for what he knew was coming, what had to come.

"It's a game," she teased. "And you just lost."

_Keep telling yourself that_, _sweetheart_, Ben thought desperately, praying that Rex got Dexter free, or at least avoided recapture until he could get back. Knowing he couldn't make this too easy, he hissed and dove straight at her. Breach gestured, and –

- and suddenly Big Chill was slammed face-first into cold, wet, hard-packed sand. He let out a bark of pain and surprise, powering down the Omnitrix automatically. Coughing, spitting sand out of his mouth, Ben Tennyson raised his head and looked around, mentally thanking Breach for playing right along with his plan and heaven that she hadn't dumped him in Antarctica.

He was on a sand dune of sorts. Patches of it were covered with dark grass that stood out like spikes that were whipped by a steady breeze. There was little light to see by, and a dense, moving fog cut visibility down to almost nothing. He could smell salt water and he could hear waves on the beach and footsteps of someone approaching . . .

Hand poised over the Omnitrix, he turned to face whoever was walking toward him, straining to see the person first and find out if it was a friend or someone he'd have to go hero on.

"Hello?" he said as an indistinct, dark figure moved through the fog with slow steps. "Who are you?"

There came a sound like _whuff!_ and a shaggy horse stopped a few feet away, blinking at him. Ben let his breath out in a gasp very similar to the horse's sigh, smiling in relief and lowering his arms as the animal looked at him with disinterest. He backed away as the horse aimed for the grass at his feet, realizing he was in the way of dinner.

"Guess you couldn't tell me where I am, huh, fella?" he asked the horse, giving it plenty of room. He hastily raised the Omnitrix, keying the comm unit in it and praying he'd be able to get through to Morton. "Sarge? Sarge, do you read me? Chip! Come in! It's Ben! Do you copy?"

Almost instantly Chip's voice responded, and Ben sighed again as he imagined the security sergeant pouncing on his communicator.

_"Tennyson! We copy! Where are you?"_

He looked around at the non-descript sand and fog and his unkempt pony and said with perfect honesty, "I have no idea."

**OoOoOoOoOoOoO**

"_Computress, pinpoint Ben's location,"_ ordered Kilroy Green even before Ben finished speaking.

"_Tracking,"_ said the supercomputer over their comm units. _"Ben Tennyson is located __43°57__′__0__″__north__59°54__′-__"_

"-57"west," finished Chip Morton to the astonishment of everyone present until they remembered he used to navigate a nuclear submarine for a living. "Ben, you're on Sable Island, 190 miles southeast of Halifax, Nova Scotia."

"_That explains the sand and fog."_

"Is Dexter with you?"

"_Negative,"_ Ben replied, and his tone conveyed how deeply and bitterly he regretted having to say the word. _"I left him with Rex. I had to let Breach transport me out of there. This was the only way to contact you."_

Utonium let out his breath, sinking into a chair and pressing his clasped hands to his mouth in something close to despair. Beside him, Holiday raised her voice to be heard.

"Ben, where exactly where you?"

"_Van Kliess called it Gat. He had an underground lab there where he was messing around with that Fusion Matter Breach collected. It was the bottom of a coal mine. Dexter said it was anthro-something."_

"Anthracite," she provided.

"_Yeah. It looked like it had been abandoned sometime after World War II. Dex said we were probably in northeast Pennsylvania."_

"Very probable," Dearborn suddenly said, highly impressed at the depth of Dexter's extraneous knowledge. "My grandparents are from Scranton. A bunch of the coal mines there were closed in the 50's. A lot of them were anthracite mines."

"_I found something in the mine,"_ Ben said, speaking loudly to be heard over the wind. _"It was some sort of union badge or something. It might help. Hold on." _They waited in tense anticipation, all of them anxious for action but in need of more information. A few moments later Ben's annoyed voice said, _"Hold on, I gotta move. There's a horse that wants to stand where I am."_

"Island ponies," muttered Morton, hefting his rifle. "The whole herd's protected."

A slightly exasperated Ben Tennyson called back in a burst of static. _"Okay. It says_ Foreman, UMWA – _that's_ _all in caps_ - 402, McLintock Brothers. _It's just a round metal badge about an inch or so across and pretty corroded."_

"Roy . . ." said Utonium to the hologram of the fire demon.

"_On it,"_ Green replied, typing furiously on his computer. Within seconds he was reading off his screen._ "United Mine Workers of America labor union, established 1890, home office in Triangle, Virginia. McLintock Brothers . . . mining conglomerate based in Pittston, Pennsylvania. Owned three anthracite mines located approximately eight miles north of the town . . . one was closed in 1951, the other two closed after the Knox Mine Disaster of 1959." _He looked at Utonium. _"I'll get hold of someone in the UMWA office or Pittston town office and see if I can pinpoint if local 402 worked in a particular mine."_

"_Now_, Kilroy," ordered Utonium. "I don't care what it takes or costs or what computer system Computress needs to hack into."

**OoOoOoOoOoOoO**

"Professor? Are you there?" Ben asked, and then wondered why he was surprised.

"_I came to Providence HQ, Ben,"_ said Utonium.

"Professor, I am so sorry," he immediately said, wishing he had the words to convey how distressed he was to leave Dexter behind. "I couldn't see any other way. Rex is better for defensive fighting than I-"

"_Ben,"_ said that calm voice, _"don't apologize. You did what you had to. Let's just focus on finding them and getting them back."_

He swallowed. "Right. Well, there's more, guys," Ben called, stepping away from the persistent horse once again. It wasn't the least afraid of him and somehow he seemed to keep finding all the good grass. The fog was starting to soak through his clothing and his sneakers were full of sand. Soon he'd begin shivering. "Van Kleiss struck a deal with the Ur-Dexter. He gets Fusion Matter, the Ur-Dexter gets Dexter."

"_We figured that was the situation."_

"Yeah, well, the Ur-Dexter gave him some mega-cheap Fusion Matter. It's the same color as snot and about as potent. He tried making Fusion EVOs and they were total flops."

"_What are the odds these two lame-o's'll try to double-cross one another?"_ asked a young voice, and Ben gaped at the Omnitrix as he recognized Number Four's Australian accent. He must have come with Utonium, and Ben was suddenly glad that the Professor had such a capable and tough escort.

"Very high," Ben said along with about three other people on the other end of the line. "But Dex's disruptor really put a kink in Van Kliess' pl- _WAHHHHHH!"_

For the second time in ten minutes, he was slapped flat to the sand, unable to stop the yell of shock and pain as something big and heavy hit him from on high. For a moment he was stunned, listening to his friends calling for him. The weight atop him moved and struggled and grunted and Ben did what he could to get out from beneath –

"Rex? What are you doing here?"


	24. Bumps in the Road

**Chapter Twenty-Four: Bumps in the Road  
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"Hang on, Dex! This is going to be-"

They plunged through the opening to the main cavern and down the steep and rocky slope. Rex gritted his teeth as he maneuvered the Rex Ride between boulders and over deep potholes and cracks, kicking up a steady shower of dust and pebbles. Right behind him, Dexter held on for dear life, occasionally letting out yelps as he was bounced around with jarring force.

"Bumpy!" finished Rex as they hit the floor of the cavern accompanied by an echoing roar and a small avalanche of debris. Instantly he streaked toward the exit tunnel Ben had pointed out. He glanced down, a little disturbed to see the Null-Void pistol clutched in Dexter's hand. Rex could have done without the gun pointed at his leg. Still, there was no denying the kid was a good shot and cool under pressure despite the situation. Leaning low, he felt Dexter move with him, minimizing drag and how much of a target he presented.

They had to get past Van Kleiss' underground lab. He angled to the left, trying to get around the row of glass tubes that still housed the Fusion EVO rejects. If Ben could keep the Pack occupied long enough they stood a chance of –

"Whoa!"

I-Bol suddenly stepped into their path from behind the tubes. Despite the fact that the EVO was little more than a gigantic, walking eyeball, it didn't see Rex coming. There was no time to stop or dodge, but Rex instinctively leaned forward, angling down to try and go under. I-Bol managed to look supremely surprised as it was thrown into the air, its short legs splayed as it swiveled its eye to watch them pass beneath. Dexter let out an exclamation of utter disgust at the _splat_ sound that followed as the EVO crashed to the ground well behind them.

"Yeah, gross," agreed Rex.

"There!" Dexter gasped. "Behind the generators."

He saw it – their way out. Rex gunned it, forcing his nanites to work harder and faster as he aimed to get them away from this pit. He felt a moment of heat as he pushed his body to perform, and then the nanites compensated for the effort. A shadowy form moved by the exit tunnel, and to Rex's everlasting astonishment and alarm, Dexter shifted his hold, looking over Rex's shoulder as he took aim over the front of the Rex Ride.

"Don't stop!" ordered the redhead. "Keep us steady!"

He shot just as Rex was forced to dodge a rock too big to drive over. The white energy beam illuminated the cavern and equipment and a very surprised Michael Van Kleiss for a split second before it smacked into the wall not far from the man's head.

"Hey!" barked Dexter.

"Cut that out! You might hit me!"

"Oh, please," was the tart reply, and Dexter proceeded to ignore the order and opened fire, driving Van Kleiss away from the tunnel and wrecking some nearby equipment. "Oops," was his completely unrepentant reaction.

"Hey, two hands on the EVO!" Rex commanded, and he was thoroughly relieved when Dexter resumed his death-grip. "Remind me never to play laser tag with you!"

"Wise decision," Dexter snapped right back as they tore into the tunnel. The lighting was poor, leftover from when the mine was in use, but Rex could see well enough to tell the mine shaft ran long and straight just as Tennyson had said. Dexter was thinking the same thing, because he called, "Ben said a straight shot for a mile to the main shaft. Can you fly?"

"You bet I can. Just hold – crap!"

A vortex opened far down the rough-hewn tunnel, waiting to swallow them.

"Breach got Ben," stated Dexter, his accent coming on thick and strong. "Don't stop! It can't touch us!"

It was hard to swallow that they could possibly be safe, but Dexter hadn't been wrong yet and he'd seen the kid's disruptor field in action. Rex forced himself not to slow down even though his every instinct was telling him to swerve.

"How do you know she got Ben?" he asked above the rush of wind as the swirling red cloud got rapidly closer.

"Because now she's after you. He wanted her to transport him away. That's why he let go of me. He's getting help."

Rex blinked, a little astonished, a little impressed, and totally miffed that he hadn't been included on the plan. True there really hadn't been any time to plan from the moment he'd remembered about the selenium to right now, but Rex was really more annoyed with himself for not being as fast on the uptake as Dexter and Ben seemed to be. Telling himself they just had more practice, he focused on their route. The vortex was right before them . . . it touched the front of the Rex Ride . . . and instantly the portal dissipated. They drove right through, unharmed. Rex let out a happy little whoop.

"I gotta get me one of those," he called back to Dexter.

"Tell White Knight to apologize to my father, then!" was the quick reply. "Look out!"

Another vortex appeared and from its depths stepped Skalamander, blocking the tunnel with his bulk. Dexter let out a gasp as another portal opened above and Biowulf dropped down, landing on the Rex Ride's snub nose. Thrown off balance, fighting for the controls with an overgrown werewolf, Rex was forced to slow down as he tried to shake the EVO loose. With a shout of anger and fear Dexter repelled the boarder. He shot Biowulf at point-blank range with his Null-Void, sending the mechanized wolf sailing. An instant later the redhead slammed into Rex as Skalamander, in his usual heavy-handed way, stopped the nanite-made cycle cold by simply smashing both hands down through the front of the vehicle. Dexter struggled to retain his grip on both his guardian and his gun as Rex, reeling from the blow, lost his hold on the nanites and reverted to his normal form. They landed in a tangled heap, and instantly Rex fought to get back on his feet.

"Get behind me!" he ordered, and for once the kid listened to someone other than Ben. He could feel Dexter gripping his jacket. Breach wasn't a problem (not directly, anyway), but the rest of the Pack most definitely was. Biowulf, his stomach and chest singed, staggered up to stand with Breach and Skalamander. Rex focused, turning his arm to the saw-tipped sword he called his Big Fat Sword and held their attackers at bay with a wide swipe.

"We're not flying out of here right now, why?" asked Dexter softly.

"Trust me, Dex, they won't let us."

The grip on him tightened, and Rex knew exactly how frightened Dexter was of being taken. He spared a swift glance back, but Dexter, rather than wasting time on another melt-down, was studying the tunnel and the stone-aged lighting system.

"Give up," Skalamander rasped.

"Oh, right, when have I ever listened to you?" demanded Rex as the trio of EVOs drew near. "When has _anyone_ listened to you?"

He felt Dexter move closer, felt an arm snake around his waist and he knew something was about to happen. Rex tensed, ready to make his move the moment Dexter did.

"Give us the boy," said Biowulf.

"Uhhhh . . . no," Rex replied glibly, trying to keep their attention and praying Dexter did someth-

The scientist suddenly twisted around Rex. He got off a few shots at the Pack, scattering them before turning the laser gun on a fuse box on the opposite wall. A shower of sparks flew out of the corroded metal box as the Null-Void did what it was designed to do and interrupted the flow of energy. The lights in the tunnel flickered and went out. Dexter clung tightly to Rex, gasping,

"Go! Go!"

He grabbed the younger boy before him, called up the Rex Ride, and set off to the right, praying he didn't drive straight into the wall.

"Give us some light!" he ordered, and Dexter shot a bright white beam down the tunnel. It illuminated their way until it smacked into the wall leading to the elevator shaft. With Dexter perched before him, Rex followed the flash of light, going as fast as he dared and able to make out furious shouts as the Pack recovered.

"Again," he said.

Dexter fired, only to gasp aloud when the beam was swallowed by one of Breach's vortexes. A moment later there came a terrific roar and a violent stream of ice cold water, stolen from a waterfall and turned against them, blocked their whole way. Powerful as any water cannon, the water smashed into them. Rex was buffeted head on, unable to hold his form, and Dexter shouted in pain. The younger teen was thrown back, and Rex made a desperate grab. His hand brushed the lab coat, but the water was too strong and Dexter, being so light, was washed away.

Then the water stopped abruptly, cut off by the EVO girl as easily as Rex would turn off a tap. Coughing, spitting, Rex staggered to his feet as he called, "Dex! Dex, where are you?"

A small moan reached his ears. Rex stumbled toward the sound and –

- smashed into Ben Tennyson from above.

Ocean. Fog. Sand. Ben a very reluctant cushion for his landing. Rex shook his head, realizing what must have happened when Ben's near-panicked voice rang out.

"Rex? What are you doing here?"

**OoOoOoOoOoOoO**

Everyone in Holiday's lab started, and those not on their feet jumped up (Bobo being the exception).

"Rex!" cried Six, anxious for an update, but the newest inhabitant of Sable Island heard nothing but his furious friend. Everyone within the room or watching it tensed as they realized what had happened.

"_Rex, what are you – where's Dexter? Where is he?"_

"_He's back . . . there. In the mine."_

The Professor sucked in his breath, horrified.

"_WHAT? You left him alone?"_

"_Uh . . . do you really want an answer?"_

"_YES!"_

"_I didn't leave him! I wouldn't. I swear, Ben!"_

_"He's one kid! How could you lose him?"  
><em>

_"I was taken from him."_

"_I told you not to let go of him! How hard was that?"_

"_Pretty darned with Breach dumping a waterfall on us!"_

"_I don't believe this! I trusted you to watch over him!"_

A loud snuffling sound came over the speakers. Rex gave a yelp of surprise.

"_Hey! Do not mess with my horse!"_

"_Call 'em off then! I didn't exactly plan on this happening. We were trying to get to the elevator shaft but we kinda got interrupted by the Pack."_

"_Yeah, and now my friend is stuck with the ringleader of that freak show that's going to hand him over to some megalomaniac even more perverted than Van Kleiss. If the Fusion Dexter gets hold of him, we'll probably never be able to find him again. Did he at least have his gun?"_

**OoOoOoOoOoOoO**

"Yeah, he – OW!"

Something hard and moving fast cracked Rex in the back of his skull and fell to the ground. Both young men looked just in time to see one of Breach's vortexes close in the air behind Rex. Rubbing his sore head, the Latino leaned over and picked up-

"Oh, crap."

It took all his strength and courage to hand Dexter's small and silvery Null-Void gun over to Ben10's keeping. The Wielder of the Omnitrix received it mechanically, closing his eyes for a moment and taking a few deep breaths. It was as if Rex had just handed him a death sentence for his best friend.

"_Tennyson?" _called Chip Morton over the comm unit.

Remembering the channel was still open and not caring that everyone had heard his heated exchange with Rex, Ben didn't even try to hide how upset he was as he said, "He's not armed anymore, Sarge. Breach just sent us his gun."

There was dread in his voice. A wave of guilt swept over Rex as he stood there dripping on the sand while a shaggy horse tried to eat the grass under his feet. Someone Ben cared about deeply had been left helpless amidst their enemies. Rex had failed in his duty to his friend. He reached out, gripping Ben's forearm in a silent promise to do everything he could to get Dexter back.

"_We have to move fast, then,"_ stated Six. _"We'll send a jump jet to -"_

"Don't bother," Ben interrupted. "I can get us there faster."

Rex tried to shoo the persistent horse away, saying, "Van Kleiss said that the Fusion was getting there in three hours or so."

"_How long ago was that?"_ asked Holiday.

The two heroes looked at each other with identical grimaces on their faces, trying to figure out how much time had passed.

"Got a watch?" muttered Rex.

Ben shook his head. "The Omnitrix killed mine. Say an hour, just to be safe?" he suggested softly, and Rex nodded. "An hour we think, Doctor."

"_Did he say how?"_ Utonium asked, his tone urgent.

"No," called Ben.

"_Computress, monitor the area around Pittston for seismic activity."_

"You think he'll move underground?" pressed Ben.

"_It worked for him last time."_

"Okay, we haven't got much time."

_"We're taking the_ C-57D," announced Chip Morton. _"Meet us there."_

"Can do," Ben replied. "Computress, you'll have to navigate for me."

_"Calculating your most direct route now. I'll monitor the weather and keep you notified, Ben,"_ promised the computer.

"Keep in touch you guys," ordered Ben. He lowered his arm, looking at Rex. "Ready for some serious speed, amigo?"

Rex answered by sliding his goggles into place. "Where we going?"

Ben gave him a half-smile, dialing the Omnitrix to find Jetray. "Northeast Pennsylvania."

He return the almost-grin. "I was hoping you'd say that."


	25. Lock and Load

**Chapter Twenty-Five: Lock and Load**

He awoke to darkness. Cold, wet,

**OoOoOoOoOoOoO**

_crushing darkness. He knew he had been here for a while because he was so cold . . . or could he be in shock? He lay almost on his back, unable to move because of something large and rough and heavy weighing him down and because of an overwhelming sense of weakness. His mind flashed back to a summer evening when he had been similarly trapped. Only then it had been broiling hot even for the time of year, made worse by a fire, and the prevalent smells had been smoke and trash. Here he could smell burned metal and melting plastic and blood._

_Reality seemed to come and go, and with it went consciousness. There was little pain despite the fact that he knew he was injured, and he tried to remember how he had come to be pinned here in the darkness. There existed no reference point for him to think back, and so he chose the first thing he clearly remembered from the day – thanking the Professor in a profusion of French for the cheese omelet he'd made for breakfast – and thought forward. _

_Reviewing algebra with Buttercup. Classes with Mr. Green. A planning session with his accountants and lawyers as he prepared for the inevitable war. Lunch. A headache. Another alert from Chip Morton about the strange green creature spotted in the area; the Plumbers called it a . . . Fusion? An update on Mandark's progress in building a rival company. Meeting with the aeronautics division chief. Going to the DexCorp plant to oversee the production of armaplate for his first gunship, the _God Phoenix_ . . . a flash of light and sound and heat and . . . _

_Then . . . _

_His head ached. He wondered where his hardhat was. It struck him that the wetness he felt was blood. His blood. He'd been hurt before. Plenty of times. But this . . . this was unprecedented._

"_-ter! Dexter! Can you hear me?"_

_He closed his eyes, thinking, _Yes . . .

"_Professor! Professor! Over here! I found him!"_

_A flood of light hurt his eyes as Bubbles heaved debris out of the way. He heard someone scrambling over the wreckage to reach him and a warm hand touched his cheek._

"_Oh, my god," breathed his father._

**OoOoOoOoOoOoO**

"Over here! I found him!"

A deep, hissing voice. Skalamander. Dexter winced as a flood of light hurt his eyes. Memory returned. He was still in the mine, separated from Rex by the rush of water. Given a choice, he'd much rather be back in DexCorp when the Fusion copy of Samurai Jack had attempted to assassinate him. Even though it had taken months of recovery, at least he'd been close to home and surrounded by family, not a pack of mutants.

"Up!" ordered the EVO, looming over him like a gigantic green nightmare. Dexter pushed himself onto his hands and cast about. He had lost his glasses again and, equally distressing, the Null-Void pistol. Squinting, he ignored Skalamander (like everyone else did, apparently) and carefully scanned the immediate area for any sign of the lost articles. He had little hope of finding his glasses on his own – they were too small and dark – but the pistol was silver and might stand out against the rock if it wasn't buried in the mud.

The shadows shifted as the source of light drew closer. He couldn't tell the source of the light and it didn't matter, because he spotted the barrel of the Null-Void half-buried in the mud a few feet away. He glanced back, unable to see anything but green and shadows, and lunged for the weapon. His hand closed on the gun and Biowulf's clawed fingers closed on his wrist with crushing force. Undaunted (though revolted at the EVO's touch), Dexter swapped the gun to his left hand and opened fire.

Already a decent shot when he founded DexLabs, he had been taught to shoot by the best of the best – in this case, Chip Morton. It hadn't taken the one-time Navy lieutenant commander long to shape Dexter into a crack shot – provided he was wearing his glasses. As Ben was fond of saying, without his glasses Dexter couldn't hit the broad side of a barn from the inside.

So it was very much to Biowulf's advantage that Dexter was just a step away from blind at the moment because otherwise the EVO would have been very dead. As it was the smell of burned hair mingled with the stench of the mud as they struggled for the weapon. A few more wild shots rang out, keeping the rest of the Pack at bay until Biowulf managed to slap the pistol out of Dexter's hand. It never hit the ground. Breach opened a portal beneath it as it fell and it vanished.

Biowulf stood, hauling Dexter to his feet. Wet, muddy, indignant, and not used to being manhandled (if that was the word for a mauling by a werewolf), Dexter knew perfectly well he could do one of two things: give in to his desire to panic or get mad. Years of running a gigantic corporation and dealing with rivals and contractors and customers with more money than sense stood him in good stead right now as he chose anger over fear. He'd been in similar situations before, and he'd learned long ago to master his emotions, not let them master him. His fears and phobias were still going strong beneath the surface, but expressing what he truly felt was a luxury he couldn't afford right now, and so he channeled all his reactions into steeling himself against his captors.

**OoOoOoOoOoOoO**

_"I don't think I can do this, Dad."_

_"Of course you can."_

_He swallowed, feeling completely inadequate. For the millionth time, he glanced at the clock as the seconds before his first public presentation of the Null-Void ticked away with agonizing slowness. He could hear the representatives from the military and defense contractors and several top-notch colleges gathering together in the next room. "They're going to look at me and just see a kid. Why should they listen?"_

_"I listened, didn't I?" Professor Utonium argued, and at this vote of confidence – undoubtedly the most important one of all – Dexter managed a small smile. "They won't see just a kid once you show them you're a genius. They're going to listen because they choose to and because you have something they want."_

_"They won't want it after this," he said, almost sick with anxiety at appearing before so many adults._

_The Professor pulled him close in a one-armed hug. "Don't be silly. They'll want it more. Everyone over the rank of captain wants whatever General Shaan gets because they know the Plumbers snag all the cool weapons first." He smiled gently, sympathetic of Dexter's nervousness but knowing he needed to do this on his own to prove to himself and the world that he could. Given the intensity of his depression lately, Utonium was almost bursting with pride that Dexter had made it this far. "In a month, you won't even remember how nervous you are now and in two months you'll be able to do this sort of presentation in your sleep."_

_"But this is right now . . ."_

_"I doubt you'll need my help, but I'll be right beside you the whole time. Don't forget – deep breaths, talk slowly, and remember they can only intimidate you as much as you'll let them."_

_He didn't say another word. He didn't need to. Dexter understood his meaning fully._

**OoOoOoOoOoOoO**

The situation was a difficult one. Without Ben and Rex here to defend him, he had to hold his position here until they could figure out the location of the mine. He was sure that no matter where he had been transported, Ben must have gotten through to Providence and DexLabs and would trace the handful of clues they had to this spot. He had to trust in Ben to rescue him, but that did not mean that he would idly sit by and do nothing but wait. Just because he was small and unarmed and scared silly did not mean he was defenseless. He had his arrogance and his wits, and on those points he knew he had everyone in this mine outgunned. The owner of DexCorp International was locked, loaded, and he had three targets in his sights.

"Unhand me!" he hissed at Biowulf, striking the EVO in the arm with his fist. It had no effect, but since his knuckles hurt he could only assume that Biowulf was in a bit of pain as well.

"You're coming with us," ordered Biowulf, giving him a little shake.

"I'm going nowhere without my glasses," he snapped, pushing his wet hair out of his eyes. "Breach saw fit to lose them on me with her antics. Find them. Now."

The three EVOs stared at him as if he were insane, astounded that he dared to give them orders. Dexter stood his ground, more concerned about the homer in the frame of the glasses than being able to see. He could only hope they weren't broken in this mess of mud and rocks.

A high-pitched animal cry echoed down the shaft, and Dexter looked up to see that Breach had opened a vortex to the outside to give them light. He could just make out tall, thin trees and a sunny sky overhead. It was a very strange sensation, and he could smell grass from some far-away field. Outdoors or no, bugs and animals and dirt or no, he'd gladly take it over his present position. Immediately he keyed his comm unit, calling,

"Computress, lock on my signa-"

The vortex vanished, plunging them back into darkness.

"Nice try, Dexter," Breach said in grudging tones, realizing her mistake.

He lowered his arm, unable to see her but well aware of where she stood a few feet away. "Stupid move, Breach."

"We're taking you to Van Kleiss," insisted Biowulf.

"After you find my glasses," he shot right back.

"Just carry him," grumbled Breach, though by her tone it was evident she was pleased to have her immediate rival at such a disadvantage.

"Go get lights," Biowulf ordered impatiently.

Another grumble, but it was followed by a faint whine of energy as Breach left. A few moments later she returned with two lamps. Dexter blinked, unable to see more than badly blurred spots of light and three indistinct figures surrounding him. He was rather grateful he couldn't see right now because he wasn't sure he'd be able to keep up his show of bravado if he was able to focus on the trio of mutants. He was used to oddities and aliens (he was friends with Ben10, after all), but members of the Pack were unnatural and twisted and grotesque. Breach in particular revolted him, and he knew if she went so far as to touch him, he most likely would panic.

"Move," ordered Biowulf, releasing his hold to point down the corridor.

Dexter folded his arms, not about to make a moment of this easy for them. "Breach I've already had the intense displeasure of meeting," he said, looking Biowulf up and down. "Who are you to tell me what to do?"

The EVO's patience was already worn thin. "I'm the one who's going to drag you back to Van Kleiss if you don't start walking!"

"Ah. I see. So you're the first one my Fusion double will kill for harming me. Nice of you to volunteer."

Behind him, Skalamander growled. Dexter glanced back. "Don't strain yourself. You're Skalamander. I know. Rex told me about you. You're the strong, stupid one that throws rocks."

A moment passed, and then the lizard EVO let out a bark of fury.

He rolled his eyes and shrugged. "Fine. I take it back. You're not strong." Leaving Skalamander to figure it out, he turned back to the pale, furry blur that was Biowulf with an expectant look on his face. "Do you have a name?" he asked in cloying tones that would have done justice to Bubbles.

"Biowulf," spat the EVO, clearly sensing a trap.

"How epically poetic. Have you found my glasses yet, Biowulf?" He deliberately over-pronounced and added a syllable to the name, letting it come out as Bi-ohh-wool-fuh. He was going to push these three as far as possible. He didn't even care if they lashed out, and if they did, all the better.

Biowulf pointed a scrawny arm. "Walk!"

"So you found them, Biowulf?"

The mispronunciation grated on the EVO's ears and ego. Bearing his teeth, he growled at Dexter in a futile attempt to intimidate the Boy Genius while still obeying Van Kliess' injunction not to harm him.

"Breach, do you growl as well? It seems to be a common theme. Is it a prerequisite for joining _the Pack_?" Dexter made quotation marks around the gang's name so they could be sure he was mocking them. It was a dangerous game, but he knew he had far more to fear from his Fusion than from the EVOs, and if he could keep them off balance they wouldn't have a chance to present a united front against him.

"Quiet!" said Biowulf, laying hold of Dexter's upper arm.

"Why?" asked Dexter, consenting to be dragged along. "If I'm being made to put up with _the Pack_ then the least _the Pack_ can do is put up with me, Biowulf. You're the ones that kidnapped me, after all, and thanks to _the Pack_ I'm wet and cold and blind. Is Skalamander going to stay and find my glasses? No? Wise choice, Biowulf. He's too big and stupid and would probably crush them. Let Breach stay and look. She's useless against me anyway and being a girl, she should be able to handle such a simple task. Don't you agree, Biowulf? Ah, yes, Breach, you _do _growl. I suppose she meets _Pack _criteria then – subordinate and prone to growling."

"You'll be singing a different tune in a few minutes," promised Breach.

He dragged his feet, keeping up his end of the discussion, deliberately affecting a light tone even though Biowulf's grip was painful and he was being dragged to Van Kleiss, the second-to-last person he ever wanted to see again. "Oh, what, when I'm stuck with your wondrous boss? Please. Michael takes on twelve-year-olds and relies on _the Pack _to get things done. The competence levels are staggering. I won't change my tune until my doppleganger arrives. At least then I'll have my intellectual peer to talk to."

"You'll show respect," insisted Biowulf, pausing to glare down at him, "and call him Van Kleiss."

Dexter stared at the EVO as if he'd made the most marvelous joke. "Respect? To Michael? You're not serious, Biowulf." He looked over at Breach, but could see little besides the glow of the lamps she carried. It was time to pour some gasoline on the fire. He had nothing lose, after all, and there was little that could happen to make his situation more desperate or frightening. "Perhaps Breach would prefer that I call him 'Dad' since it's me he wanted for his child."

With a savage yell she materialized before them, fury twisting her features as she advanced on Dexter with every intention of strangling him. Biowulf interposed himself between them, and Dexter smirked, knowing it was too early for a showdown but getting his shots in while he could. It seemed he'd found Breach's sore point.

"If you're going to dish out abuse, you should learn to take it as well. It's easy to steal cannons but not so much fun when they explode in your face."

She grit her teeth, taking a step forward only to have Biowulf bar her way. Dexter watched as she and the werewolf exchanged what he assumed were lethal glares. He was hoping for a brawl right here in the mine shaft, but an oily, accented voice interrupted the standoff.

"Well played, Dexter," said Van Kleiss, smiling faintly as he approached, another lamp illuminating his way. He regarded Biowulf and Breach like a pair of children arguing over a toy. "Quite surprising. I had no idea you were so manipulative."

"That you're ignorant comes as no surprise at all to me," Dexter replied.

Van Kleiss smirked at the barb, looking to Breach. "Where is Rex?"

The dark-haired girl tried to stem her anger, turning her back on Biowulf. "I put him with Ben Tennyson."

"A shame to lose two such valuable individuals," said Van Kleiss with feigned regret. He stepped up to Dexter, lifting his head by the chin to get a good look at him. Dexter tried to twist out of his hold but Van Kleiss' grip was too strong and he was forced to look at that cold, angular face and those greedy eyes. "But then you're the most valuable one of all, aren't you?"


	26. The Philosophy of Failure

**Chapter Twenty-Six: The Philosophy of Failure  
><strong>

"So what's the plan?"

Ben pushed his dusty island pony on the flank, trying to get the beast to go away with little success. "How fast can you fly?"

"I'm guessing not as fast as you," Rex said, zipping up his jacket in anticipation and ignoring Ben's horse as it nibbled at his sleeve.

"Probably not," agreed Tennyson. "Let me rephrase the question. How much speed can you take?"

"Plenty. My nanites will fix any damage to my system, if that's what you mean."

"Good. Take this," said Ben, handing back Dexter's Null-Void pistol. Rex held it up, looking over the small weapon with great interest. It looked like something out of a 1930's sci-fi serial.

"What's this, a DexLabs Noisy Cricket?"

Ben grinned, looking up from the Omnitrix. "It's a custom job. He calls it the Mons Meg after some old cannon he read about. Careful. It packs a wallop."

"Why am I not surprised?" he muttered, shoving it into his jacket pocket. "I'll try not to shoot myself."

"Glad to hear it. _Jetray!"_

Rex watched as Ben turned from human to Aerophibian in a flash of light and energy. Jetray took to the air, testing the wind before he swooped down and grabbed Rex with ease. They soared up through the fog, high over the bank to the clear night sky above. Navigating by the stars for the moment, Ben turned to the southwest.

"Hang on, Rex, and yell if I go too fast."

"Bring it on!" Salazar shouted back, gripping Jetray's clawed feet and tucking his elbows in close. How cool was it that he got to fly with some weirdo alien? He wouldn't have missed this for the world. Noah was going to be green with envy. Jetray took off like a shot and instantly Rex could feel his nanites compensating for the crushing g-force of the Aerophibian's speed. He clamped his mouth closed, determined not to swallow any bugs or give them cause to slow down.

The air was cold and crisp and in moments he was freezing, but the blinding speed and the crystal clear sky made up for the discomfort. The fog below swirled and billowed for a while, and then it thinned out and they were flying over the icy waters of the north Atlantic. The view seemed to go on forever, and the speed they reached was dizzying. Rex could feel his hair and clothes whip in the wind until condensation built up enough to freeze them in place and frosted over his goggles.

He was rethinking his plan of stoic endurance by the time they spotted Nova Scotia and when they had crossed the Bay of Fundy to New Brunswick (making a sharp left as Ben corrected his direction), he tapped hard on the feet clenching his shoulders, calling for a break. Jetray came in for a landing, circling once or twice before setting him down in a rocky field overlooking the water. A moment later Ben10 was steadying him.

"Too fast?"

It was more a statement than a question. Rex coughed, dragging air into his lungs as he nodded and leaned heavily on his knees. It would be a while before he could speak. The still autumn air seemed positively warm and he could feel water dripping down his face as his hair defrosted. Jetray was far faster than the Boogie Pack could ever hope to be, and though the flight had been fun, he was forced to admit Jetray's speed was too much strain even for his system.

Leaving Rex to recover for a moment, Ben keyed his comm unit. "Computress!"

"_You've made good time, Ben,"_ said the super computer.

"Yeah, but I'm going to have to slow it down a bit from here," he said, his hand still resting on Rex's back. The EVO was relieved he offered no reason why. "I wanted to get over land as fast as possible in case the Omnitrix decided to fritz out on me. How's the rest of the team?"

"_Agent Six, Sgt. Morton, Capt. Calan, and Bobo Haha have taken the_ C-57D _and are heading to Pennsylvania now. Sgt. Dearborn, Number Four, Professor Utonium, and Dr. Holiday are following in the_ Martian Maggot."

"They let the Professor go?" breathed Ben in disbelief. "Dex'll draw and quarter them. Everybody knows that!"

"_He refused to be left behind, but agreed to stay behind with Number Four in the ship."_

**OoOoOoOoOoOoO**

"_Ben? Ben? Wake up." There was a pause, then, "Please."  
><em>

"_Mmmph," he muttered, raising his head from off the pillow. He squinted at the shadowy form standing beside the sofa and said something highly intelligent, like, "Yee-ah-za-wha?"_

_Dexter, still dressed in oversized scrubs borrowed from Medical, sat on the arm of the sofa, keeping his splinted and bandaged hands on his chest and being careful not to jostle Ben's broken arm. "Sorry to wake you, but I need your help."_

_He yawned a mighty yawn and managed to articulate at the end, "Yeah, s'no prob, Dex. Whussup?" He rubbed his face with his right hand, trying for alertness but settling for slightly more awake. A glance at his surroundings told him he'd fallen asleep on the couch in the suite's downstairs, a great room that encompassed the living room, kitchen and dining room and that opened onto the patio. He remembered ending up here after consuming massive amounts of Chinese food with the Utonium family and Mr. Green. Dexter had gone to bed soon after dinner and he could only assume he hadn't lasted much longer. He was inordinately pleased at having been allowed to stay not just here, but in Dexter's hospital room earlier today. It was a sign of trust and regard, and he found himself equally pleased that Dexter had come to him for help no matter what he needed. He shifted, getting his bearings. A light in the kitchen was on, casting long shadows, and once again he'd been deluged with pillows and blankets. Mr. Green strikes again.  
><em>

_"It's time for my medication, but I can't get the bottles open or get a glass down for water," said Dexter, looking rather hangdog as he displayed his bound hands._

_With another yawn, Ben nodded. "Y'okay. No prob." He threw the covers back and wound past the baby grand piano and the dining room set to the large kitchen, Dexter following silently behind. "Which ones?" he asked, facing the array of medications lined up for Dexter, Utonium, and himself._

_"This and this," said Dexter, indicating the bottles."And this."  
><em>

_"I thought your dad said he was going to get up," he said curiously._

_"I turned off his alarm so he'd sleep. He's in worse shape than he's saying. He's lost a lot of weight and sleep. A solid week of being seasick plus the stress of this attack have left him worn pretty thin. I thought I could deal with taking my own medications until, well, right now. I should have figured it out when it took ten minutes to get my glasses on."_

_Ben smiled, knowing perfectly well where Dexter got this degree of concern. He was thinking his friend hadn't made a very wise choice of bottle openers since he was down to one hand himself, but he was in better shape than the redhead and with a bit of twisting and bracing and thinking curses very loudly, he got the caps off the medicine bottles._

_"May as well take mine, too," he said, glancing at the clock before wrestling with the bottles labeled for him. Pain killer, anti-inflammatory, anti-biotic - his mom would flip at all these pills. Good thing she didn't know and he knew better than to tell her until well after the fact. He got some glasses from a cupboard, opting for juice rather than water to wash down the tablets, and found a straw for Dexter to use. _

_"I can't take them, Ben."_

_"What? why not?" he asked, hastily swallowing a horse pill._

_Dexter grumped a bit, staring at the medicine set before him. "I can't pick them up."_

_He chuckled. "Sorry, Dex. Here, I'll put them in a glass."_

_It took them working together to get the pills into Dexter, and since the antibiotics were better with food and since they were teenage boys with (relatively) healthy appetites, Ben pulled out half a dozen containers of leftover Chinese food that they proceeded to eat cold at the kitchen counter. He gamely fed Dexter off a large serving spoon._

_"Heck of a day, huh?"_

_Dexter swallowed a mouthful of sesame chicken. "It's hard to believe it's only been a day."_

_"Yeah. So what'll you do about the ship that blew up?"_

_He shrugged as he took another mouthful of fried rice. "_April_ was going to be scrapped. It wasn't a good design in that the engine was too powerful for the frame, and I'd rather inconvenience Fuse by trying to blast his little 'me' puppet into orbit than have to recycle all that metal." He sighed. "Does your arm hurt very much?"_

_"Probably not as much as your hands. I've broken bones before, but I never had frostbite." _

_"Me either. It feels like I burned my hands and nose. It's not much fun, but it certainly beats the alternative."  
><em>

_He gave Dexter an assessing look, letting his admiration show as he said, "You were pretty cool under fire there in that energon cage-thingy."_

_Dexter chuckled. "Is energon green?"_

_"I dunno."_

_"I was scared out of my mind."_

_"You fooled me."_

_He shrugged and let Ben serve him some broccoli. "The only useful thing I learned in six years at Huber Elementary School was to hide my emotions. It's proven to be a very beneficial skill in the business world. I didn't want to give them the satisfaction of seeing me panic."_

_"Well, Plutonium was enough to freak me out. Those Fusions are slimy!"  
><em>

_"Tell me about it. He was quite horrific . . . as was my double," he added softly. "Add Fusions to my list of phobias."_

_Something about his tone made Ben dig deeper. "Long list?" he asked, holding out a spare rib for Dexter to gnaw. They both laughed at his messy efforts.  
><em>

_"Endless," said Dexter, chewing hard on the stringy meat._

_He figured that catalog of hang-ups could wait for another night chatting over cold leftovers."Okay, so tell me something that doesn't scare you."_

_"Heights," he said. "Speed. Flying."_

_"I'll take you someday," he instantly promised._

_Dexter smiled and finished his list. "Failure."_

_Ben sat back, a forkful of stir-fried beef poised before him as he absorbed this information. "You're not afraid to fail?"_

_Head canted to the side, the younger teen looked at him with great interest, intrigued by Ben's surprise."Of course not. What sort of scientist would I be if I was afraid of trying?" His accent thickened as his amusement grew.  
><em>

_"Not a very good one?" Ben suggested, a little awed._

_"An awful one, Mr. Tennyson. Failure doesn't really exist for me. It's more a question of what works, and what doesn't work. The only way to narrow the field down to what works is to try. So what you call failure is to me simply another step closer to success."_

_"That's probably a healthier way of looking at it than what I've got," he admitted. "But what about the energon cage? What if we hadn't made it out?"_

_"More broccoli, please. Trying is better than talking about trying, and I'd rather try and die than not try and die anyway."_

_A little huff of a laugh escaped him at so casual an approach to a life-and-death situation. Ben sat back in his chair to gape in admiration. "Did I say cool before? I think you must have antifreeze in your veins, kiddo."_

_"Failure is an event, not a person." He laughed softly. "So what are you afraid of?"_

_He could not match the Boy Genius' bravado any more than he could lie to him. Quietly Ben admitted, "Failure."_

_"Why?" asked Dexter, and his wonder at the notion was genuine._

_Lowering the fork, Ben lowered his voice as well. "Because when I'm being a hero, if I'm not good enough or clever enough or fast enough, people could die."_

_There was something akin to sympathy in Dexter's eyes as he looked at Ben, a small frown on his face as he tried to rationalize any given situation Ben10 might face. "But . . . you're a hero because you act when others don't whether or not your plan works. By _trying_, you make all the difference. You give hope, Ben, and you never quit. How is that not success?"  
><em>

**OoOoOoOoOoOoO**

Ben stared at the Omnitrix as he considered Computress' news. He was familiar enough with the characters involved to know that Utonium had pulled the rank card and the sergeants had pulled the death-by-Dexter card to reach a compromise. Well, that was fine. It was always good to have a medical doctor along for the ride and Ben knew perfectly well the Professor was what his friend was going to need once they got Dexter away from Van Kleiss and the Pack and the Ur-Dexter and this whole, rotten situation. That didn't stop the image of Dearborn holding the much taller scientist in a full Nelson while Chip and Six dashed up the ramp of the _C-57D _from playing through his mind like a cartoon_._

"Gotcha. What's our location?" He looked at Rex as he asked, more than a little concerned that the Latino hadn't spoken yet. As if on cue, Rex started coughing.

"_Ten miles south of St. Andrews, New Brunswick, almost in Maine."_

"Okay. Thanks. We'll be on our way in a minute or two."

"_Let me know when you need my help navigating."_

"Will do." He leaned over to look at Rex, letting his worry show. "You okay? You want to rest a bit and catch up with me?"

Rex shook his head. "I'm okay. Just not so fast."

"Okay. I really did want to get us over land," he confessed. "Sometimes the Omnitrix has a mind of its own and it's a heckuva lot better to crash land on dirt than water."

"This the voice of experience?" asked Rex with a tired smile.

"You have no idea." Ben considered, looking at Rex by the light of the moon. "I'll turn to Big Chill this time. He's not as fast as Jetray, but he can make some pretty respectable speed. I'm not going to stop, though. If you need a rest, you'll have to catch up."

"I won't," said Rex. "I promise."


	27. Headhunter

**Chapter Twenty-Seven: Headhunter**

"We'll take the _C-57D_," announced Chip, looking at Six and Calan and not giving them any options but to accompany him. No arguments were forthcoming at being included on the strike team since both men fully expected to go, but Six quietly said,

"We should bring the monkey."

Morton cast a skeptical eye at Bobo Haha. The EVO chose that moment to scratch himself in a place polite company would deem highly inappropriate. Hastily averting his eyes, Morton looked at the ninja in disbelief.

"He's good in a fight and a decent back-up pilot," defended Six. Beside him, Calan grudgingly nodded his agreement.

He sighed. From soldiers like these, that sort of confidence counted for a lot. Space was limited in the gunships, but Bobo wouldn't take up much room and they definitely needed as much fire power as possible. Chip relented, but not without conditions. "Okay. Just keep him well away from Dexter. He doesn't like animals, especially ones that talk."

**OoOoOoOoOoOoO**

_"So, have you given the offer any consideration?"_

_"Actually, General, I hadn't intended on pursuing employment so soon after leaving NIMR."_

_"I understand that, Mr. Morton. Believe me, I wouldn't have tried to recruit you so soon after separating from the _Seaview_ if the situation wasn't urgent."_

_"I believe you, sir." Charles Morton gazed across the expanse of desk at the tough-looking Army officer. "If I may, General Shaan, what makes it so urgent that a two-star general is trying to hire a retired submarine exec?"_

_Shaan considered for a moment, and then said, "I represent more than the US Army or the Department of Defense. Have you ever heard of the Plumbers?"_

_He kept his sigh and impatience under lock and key. He should have known aliens and space ships were going to enter into the conversation, but in truth he had rather expected to hear 'Providence' rather than 'Plumbers' since he'd been in their recruiting cross-hairs from the moment he'd parted from NIMR. Aloud he said, "Yes, but I've never had any direct contact."_

_"That you know of until right now. I'm authorized to speak jointly for all three organizations. The _Seaview_ isn't just a submarine any more than you're just an exec. I've researched your record. It says a lot that you were the first and last officer Admiral Nelson considered for executive officer of his boat. Your record, education, experience, and personality make you highly suited to the job I'm offering."_

_"What is the job exactly, sir?"_

_Shaan told him._

**OoOoOoOoOoOoO**

Half the battle was fought and won. The other half was giving him a stern look that must be standard issue with geniuses, because the gleam in Utonium's eyes was the same he'd seen in Admiral Nelson and Dexter's eyes when they were gearing up for a fight. The Professor didn't even have to say anything – that glare was more eloquent than words, especially since he knew what Chip was going to say already. That was the downside of working with such smart people – it was almost impossible to argue with them.

"I'm going," stated Utonium.

"Sir . . ."

"He's my son, Chip."

"And it's my job to keep him safe. Part of that includes keeping you safe as well. If you'll remember, the order making Dexter your ward specifically states _you're_ not allowed to take risks with your own health and safety any more than he is."

"Unless called for in an crisis," finished the Professor. "I'd say capture by the man that kidnapped him once before and being handed over to his evil twin classifies as a crisis."

Chip glowered, wishing that Utonium had forgotten that point. If anything happened to this man, Dexter would never recover. Plain and simple, the Boy Genius would collapse in upon himself and never emerge again. Taking a breath, Morton was about to launch into an argument he couldn't win when Dr. Holiday interrupted, stepping up to them and holding her hands up as if keeping them apart.

"Professor, Sergeant, let's compromise, shall we?" She looked at Morton. "You take your team in the _C-57D_ and meet the boys at the mine. We'll gear up and follow in the _Martian Maggot_ with Sgt. Dearborn and Number 4." She turned her green eyes on Utonium. "Can I get you to promise to stay with the ship? That way you'll be there when we get Dexter back. With that disruptor you're wearing, it might just be insurance that at least one ship will be able to get in and out past Breach."

Utonium considered, but only for a moment. It was a good option and they really didn't have time to argue. He nodded. "Agreed."

The blond let his breath out in a rush. It was far from perfect, but it was a solution. Nodding as well, Morton pointed at Utonium, addressing Holiday as he started toward the door. "Body armor, head to toe. We'll meet you at the mine."

**OoOoOoOoOoOoO**

_Babysitting. _

_That's all it came down to. The Plumbers and the Army and the Secretary of Defense wanted to hire Charles Phillip Morton, lieutenant-commander, former SEAL, plank holder and former exec of the _SSRN Seaview_ to babysit one twelve-year-old boy. He didn't know whether to laugh or storm out of the Pentagon at the prospect of him guarding a kid. He stared at the paperwork Shaan had handed him and wondered if this was some sort of joke._

_"So . . . what do you think?"_

_He looked up at the general where he stood silhouetted in the window. "With all due respect, sir, is this serious?"_

_Luckily, Shaan wasn't offended by the question. Instead he seemed to have caught a bit of Morton's confusion and was amused by it. He wondered if Shaan had set him up just to get his reaction._

_"Completely serious, Mr. Morton. The boy in question, Dexter, is one of the smartest people on this planet. I can't go into detail without further commitment on your part, but suffice to say his safety is of paramount importance not just to this government, but to the Plumbers, the world, this sector of the galaxy, and his family. There are a lot of people and organizations that want to control him. Some have already tried. Because of this, we're looking for the right person to oversee security in his company."_

_"Company?" echoed Chip, astounded._

_"Maybe you've heard of it – DexLabs?"_

_"Yeee-ah, NIMR has two of their underwater excavators. A kid owns that company?"_

_"Founder, owner, and chief scientist. He's also most likely the one who designed the excavators, too. Interested?"_

_"When do you need an answer by?"_

_"This time tomorrow."_

_"I'll let you know, General Shaan."_

_This time tomorrow plus an hour, Chip Morton was on a jet taking off from Reagan National Airport and heading for Jacksonville, Florida. General Shaan had loaded him down with details about the situation he was stepping into and Chip found himself wishing he'd said yes immediately instead of wasting a moment of time. He didn't want to go right back to work, but possibly this – so completed removed from what he was used to, but at the same time absolutely no different from what he'd been doing for years - was what he needed to get over the bitterness that drove him away from NIMR. He was used to taking care of things and people and being taken for granted – it was when the things and people he cared about were also taken for granted that he had reached his limit. It wasn't so much that if things panned out this was an excellent job opportunity, but more the fact that a little boy desperately needed a protector outside of his adopted family._

_He had two files with him and, wary of prying eyes, he opened them. The first one was for Professor Utonium and contained his resume and service record, education all the way back to kindergarten, recommendations, declassified reports from his time on the _Seaview_, and a sealed envelope from Shaan. The second was for him and contained a quick dossier on key players in this drama including Utonium, the Powerpuff Girls, a very odd individual named Kilroy Green, Dexter, his estranged (and strange) family, and some nut job named Michael Van Kleiss. He recognized the names Utonium and Dexter from times Admiral Nelson had waxed scientific, but he doubted even the Admiral had any idea that Dexter was twelve. _

_This was big. No, huge. There was a hell of a lot more to the situation than a kidnapping, which was bad enough on its own. A pending alien invasion (the fifth he was aware of), arms deals with extraterrestrials, domestic threats, and at its center one young and now very vulnerable little boy. _

_When he stepped into the hospital room three hours later, he knew he was intruding. The first thing he noticed was the depth of grief in Patrick Utonium's expression as he looked up at Chip. The second was that Dexter's hair was short and dark, making him look very different from the photograph Shaan had provided._

_"Is this a bad time, sir?" he asked, prepared to wait outside._

_"No," said Utonium, keeping his voice low. "Can I help you?"_

_"That's what I was going to ask you, sir. My name is Charles Morton. General Shaan sent me. I'm your son's bodyguard."_

_The dark-haired man blinked, surprised. "Bodyguard?"_

_"Yes, sir. It was one of the clauses in the order establishing Dexter as your permanent legal ward. There's a letter to you from General Shaan in the file. He asked that you read it immediately."_

_Mindful of the sleeping boy on his lap, Utonium fished the letter out of the file and handed it to Morton. _

_"Can you open this, please?"_

_He complied, handing over the letter and watching his expression as he read. Finally Utonium looked up, his face thoughtful as he regarded Chip. Quietly he said, "This is unexpected, but not exactly unwelcome. You have good timing, Mr. Morton. Much as I'm loath to admit it, I do need your help."_

_"What can I do, sir?"_

**OoOoOoOoOoOoO**

Sitting in the cockpit of the _C-57D_, Morton was going through the pre-launch sequence and trying not to look at the clock every few seconds as he waited for the Providence agents to join him. Just for something to do and someone to talk to, he called DexLabs. "Mr. Green, any updates?"

_"The boys are crossing over from Maine to Vermont,"_ said the demon with his usual, unflappable calm. _"I'm expecting a call back in twenty minutes from the town clerk of Pittston. She's also head of the historical society. She should be able to give us a good idea exactly which mine Gat is in."_

"Gat," echoed Chip. "What is that? Not a gun, I take it."

_"Not in this case, Chip. I think Van Kleiss is referring to the area in heaven where souls are born."_

He snorted, sounding exactly like one of the children he was always trying to control back in DexLabs HQ as he muttered, "Arrogant much? Too bad Van Kleiss wasn't standing at ground zero when Dexter blew up the Kurze Kanone."

**OoOoOoOoOoOoO**

_And so it was Charles Phillip Morton's very first task in Dexter's employ was heading to the nearest grocery store to find purple latex gloves. He found the request a bit bizarre, but he wasn't one who questioned orders too often. Utonium had asked him to get two or three pairs of the smallest size available, but after having to go to three stores to find purple gloves (Utonium was very specific on this point) Chip bought everything they had in extra small._

_When he returned to the hospital, Dexter was awake and reading Morton's file, his hands held tight against his chest and his father turning the pages for him. Morton felt a pang of sympathy, remembering a classmate from Annapolis who had struggled with obsessive counting – from the number of times he chewed his food to how many buttons were visible when they lined up for inspection to how many steps he took between classes. Knowing how difficult such compulsions could be to overcome, Morton felt for the kid.  
><em>

_Dexter looked up as he stepped into the hospital room, reminding Chip of a startled animal. Never had Morton seen anyone so young look so stressed. He smiled, trying to look friendly and reassuring, and said, _

_"How do you do, sir? I'm Chip Morton. General Shaan sent me." He held up the bag. "I believe these are for you."_

_A long silence followed as Dexter assessed Chip with frank curiosity and barely noticeable trepidation. Chip waited patiently, having expected this sort of treatment at some point or another. He may as well get it over with right now. A large part of securing this job depended on Dexter himself – Shaan had told him flat-out that Dexter would not tolerate fools or take directions from anyone he could not respect or trust. _

_Utonium waited quietly, allowing his son to make his own decisions. Chip found it quite remarkable that any parent could maintain their silence in face of such an important choice, but he felt considerable admiration for the man._

"_Why would you leave _Seaview_ for a job such as this?" Dexter asked softly. His accent was everything Shaan had promised it would be and he had to stop himself from gaping. Dexter spoke like a Cold War refugee.  
><em>

"_I left the _Seaview_ and NIMR before I was approached about this position, sir," he carefully corrected. _

"_But why did you leave?" insisted Dexter, and there was something akin to wonderment in his tone._

_It was an intimate question, but quite valid in the situation and one that required complete truthfulness. "I cared more for the safety of the _Seaview_'s crew than was always . . . convenient for the Navy or Admiral Nelson's research. Even with regulations on my side, it put me at odds with a lot of people."_

_Wide blue eyes regarded him thoughtfully. "I can be very inconvenient, Mr. Morton."_

_He let out a small laugh, liking this kid's honesty. "Somehow, sir, I can't see anyone beating out Harriman Nelson for that title."_

_Dexter glanced at his father as if for approval. Immediately Utonium reached for the shopping bag filled with gloves, and he was smiling as he said, "Let's find out, shall we?"_


	28. Deal with the Devil

**Chapter Twenty-Eight: Deal with the Devil**

They had escorted him back to the little piece of earth that Van Kleiss so brazenly called Gat. He would not look in the direction of the containment tubes and the gross, mutated victims within. Dexter had no love of spiders or vermin, but to see them turned to EVOs and Fusions was, to him, grotesque in the extreme. He kept his back to the vat of Fusion Matter as well, revolted by the green glow and the stench of the stuff. Left with few options, he studied the banks of machines set about the cavern, trying to occupy his mind by determining their functions and ignoring the Pack.

"Refreshment?" asked Van Kleiss pleasantly, handing him a glass of pink liquid.

Dexter looked at the stuff, suspecting strawberry lemonade. Michael certainly knew he liked it, having drugged his lemonade at the conference down in Florida. In the flattest tone imaginable, he made no effort to keep his derision from showing as he said, "The last time I consumed anything in close proximity to you, I woke up a drug-addicted brunet with separation anxiety and a very bad haircut." He held the glass out at arm's length and dropped it, letting it shatter on the stone floor before turning back to study the – in his opinion – outdated computers.

"Ah, yes," said the man, acting as if Dexter had politely refused the drink. "That was not my intent."

"And somehow that makes it all right?" snapped Dexter. He looked at Van Kleiss, a tall and colorful blur. "What was your intent? To kill my father?"

"Hardly. The dosage simply would have incapacitated him long enough for my plan to succeed. Things, however, did not go as smoothly as I intended that evening. What happened to you was an unfortunate accident."

"Which you tried to exploit. How disappointing for you. You didn't get the new toy you wanted."

"I have you now."

He snorted. "For the moment . . . however long it lasts." Impatiently he demanded, "Where are my glasses? Breach lost them. I require them back now."

"You," and Dexter was made aware that Michael Van Kleiss was only tolerating him and his attitude and less-than-polite conduct, "are in no position to give orders."

"Aren't I? Do you have any idea of what you've made a deal with, Michael?"

"The devil, perhaps?" suggested the EVO with a smirk, saluting with his own glass of lemonade.

He was too far away for Dexter to see his expression, but he heard the sarcasm. "Worse. Far worse. Unlike my Fusion, the devil, at least, knows what goodness is however distasteful it might be to him. He's not your ally. He's using you. My Fusion is not human. His standards and emotions work very differently from anything you know."

"You should have tried this. It's quite refreshing," said Van Kleiss. "I've known many people that aren't human, then. Isn't he simply a copy of you, Dexter?"

"Yes. And you've already underestimated him, just as you underestimated me."

"I'd prefer to think otherwise because . . . here you stand."

He smiled faintly. "For now."

"So very confident," mused Van Kleiss. "You haven't changed much."

"Why should I?" Dexter snapped.

"Same clothes, same haircut, same attitude."

"Is there something wrong with being comfortable in my own skin?" was his flip response.

"Absolutely not. But you have proven to be a remarkably elusive study, young man. If I hadn't known better, I'd have to say you didn't exist."

That, at least, was quite satisfying to hear. For his thirteenth birthday, General Shaan had given him a most unusual gift – the means to erase his existence from any computer connected to the internet. It was a remarkable program, a virus of sorts, one the Plumbers had used before to protect alien refugees and their own agents living on earth. It scoured the internet and databases and deleted anything referencing Dexter directly – school records, photographs, newspaper articles, blogs, emails – anything. The program was almost impossible to detect and even if it was removed from a computer, it would simple re-infect a system as soon as the computer accessed the internet. With no means of tracing or identifying him, Dexter had never been safer, and great care was taken at DexLabs to insulate him from the world and keep him from being mentioned in interviews and articles and research. He was smugly pleased to know Shaan's present was so very effective, and he smiled his most infuriating smile and said nothing to enlighten his captor.

"However, surveillance has paid dividends. Here you are." Van Kleiss gestured expansively, as if welcoming a guest to his home.

He rolled his eyes, folding his arms. "Converted to currency and standing at the bottom of a defunct mine surrounded by freaks and a pool of snot. Pathetic. This is your view of heaven?"

He smiled, affecting amusement. "This is merely a lab, one of several I have available to me. I certainly wasn't going to risk bringing Fusion Matter into Abysus."

"Fusion Matter," he echoed softly, giving voice to his doubt. "If you say so."

He could feel Van Kleiss' suspicious glance and knew his scorn had piqued the man's curiosity. Good. Let him wonder. Dexter waited, fairly certain of what was going to be offered to him before long.

"What were you doing at Providence?"

"Visiting," he answered glibly, in a tone pitched to annoy.

"Visiting."

"Mmm," he nodded. "I was invited."

"For tea?" was the disbelieving inquiry.

"No. Cheese steak sandwiches."

"White Knight wasn't interested in the disruptor field you're wearing?"

"What? This old thing?" Dexter replied, lifting his left hand. A slight bulge was visible under his glove, reaching from wrist to forearm. "It came up."

"Breach has told me it was highly effective in blocking her."

"Yes, I know. I built it for that purpose."

"Quite brilliant, too."

He nodded his agreement. "Smarter than stealing anything from DexLabs."

Van Kleiss drew a deep breath, his patience wearing thin. "It presents an interesting problem for me."

"Does it? I'm delighted to hear it. Please, do go on."

"You're well aware that your Fusion twin intends to remove you in exchange for this Fusion Matter. He must, of course, be paid. However, since I assume you don't like the notion of falling into his gentle custody -"

"You're proposing I remove the disruptor field and allow Breach to snatch me out of his hold and right back to yours, which was your plan all along."

"In summary, yes."

"And I profit by this . . . how?"

"You said yourself he's not human and knows nothing of goodness. Wouldn't it be preferable to live in Abysus over wherever he would take you to?"

"And what, work for _you_?"

"Better than working for a monster that's trying to destroy the world!"

Dexter shrugged. "I don't know. I haven't worked for him yet. And monster," he added with a meaningful look, "is a relative term."

"You're very stubborn."

"Thank you."

"I could call Biowulf in and have him remove the disruptor from your arm."

"You could try. There are several factors to consider, however. One, it can't be removed by anyone but me. I took a cue from the Omnitrix and it employs a genetic seal similar to that device. A simple bit of biometric engineering I devised with my father's help. The patent should come through any day now. Two, if Biowulf," and he made sure to massacre the pronunciation once again, just in case the EVO was eavesdropping, "lays a paw on me again, I'll make very certain my Fusion knows that your dog hurt me. Since he _is_ me, Michael, he won't take kindly to anyone touching me." He glared. "That goes double for you."

The tall, severe scientist drew himself up, his anger evident. He was about to speak when a deep, rough voice said, "Master! We found it."

For a moment he seemed annoyed, then satisfaction replaced the emotion. Skalamander lumbered up to their little piece of heaven and handed something to Van Kleiss.

"Well done," he said, looking at Dexter's glasses where they rested in his palm. "Back to guard duty."

"Yes, Master." The EVO departed, heading back toward the mineshaft and trailing mud and dirt.

"Your glasses," said Van Kleiss, holding them up to the light to examine them. He frowned at the strength of the prescription and wiped a bit of dirt off the frame. "One of the lenses is cracked in the corner but they seem otherwise undamaged."

"I'm very glad to hear it," Dexter said in all honesty, though he didn't move. He _was_ glad to hear it, knowing that his father would be able to track them down from the built-in homer.

"Would you like them back?" asked the scientist.

Dexter made a face, not fooled. "Tch. And what is the price you're charging for the return of my own property?"

"Remove the disruptor field."

He laughed and shook his head. "Too expensive. You priced yourself out of the market. Keep them, Michael. They're my gift to you. A memento of me."

Van Kleiss glared and slid the glasses into his coat pocket. "For now, at least. Change your mind, and you can have them."

"Why don't you hold your breath until then?" suggested Dexter pleasantly.

"Charming," Van Kleiss snapped, though it was evident he though Dexter was anything but. "Well, since you won't be persuaded yet, perhaps you can offer some insight to the workings of Fusion Matter."

"My father knows more about it than I."

"I doubt your knowledge is a distant second," he said. "For example, I'm sure you saw my experiments with the EVOs before."

"Back when I could see, yes."

He tried to ignore the interruption and continued. "They seem to lack the vitality and violent tendencies one associates with Fusion monsters."

"I already told you! That stuff is snot."

There was a pause as the Englishman fought his way through the Soviet Bloc accent that somehow added a syllable to so short a word. "Is not? Is not what?"

"No!" exclaimed Dexter, convinced he'd been captured by an idiot. "Snot! Boogers! Mucus!"

"Ah," said Van Kleiss. "Not above vulgar terms, are we? What makes you say as much, Dexter?"

Quoth the Boy Genius, _"They seem to lack the vitality and violent tendencies one associates with Fusion monsters."_

"You indicated something of this nature earlier. Explain."

He pointed at the vat of green gel. "That is the weakest Fusion Matter I've ever seen. Everything about it is wrong – the color, the viscosity, even the stench is weak."

"Interesting," was the quiet response. "Please, do go on."

"What more can I say? You got ripped off."

"What color should it be?"

"Closer to Skalamander is normal." He looked around at the colorful computer screens and lights, trying to find something comparable. "There. That light . . . or whatever it is. I can't tell. A rough gauge for Fusion Matter seems to be the darker, the stronger, which is why you really need to be afraid of my double. The Pentagon sent us a video a few weeks ago from when he targeted the nuclear sub _Minnesota_ at Groten, Connecticut. He is . . . a force to be reckoned with."

"Tell me more."

He shrugged, delighted to spread a bit of propaganda. "What do you want to know?"

Van Kleiss worded his question with care, obviously aware he was interviewing a hostile witness but unwilling to pass up the opportunity Dexter offered. He was doing a good job of hiding his concern about the Fusion Matter being far less than he'd expected, but Dexter knew he'd hit a nerve.

"What effect would normal Fusion Matter have on a living organism?"

"It depends. Most often it serves to animate otherwise inanimate objects and give them a form of intelligence and limited emotional range. Less often it combines with living creatures to enlarge and mutate them, as you demonstrated."

"What of Fusions?"

"So far as my father's been able to tell, the Fusion Matter used to create dopplegangers is more . . . refined. DNA is introduced to the Fusion Matter versus it combining with a live subject, resulting in what is essentially a clone."

"Fascinating."

Dexter snorted. "You would think so. They're horrible and very difficult to destroy. They carry over a lot of abilities of the original person, plus some of them add a few powers of their own." As he spoke he thought of Professor Plutonium, his father's Fusion double that was smart, ruthless, and came complete with tentacles.

"Why doesn't Fuse build whole armies of them, then?" asked Van Kleiss, giving voice to a question Professor Utonium had been asking since the start of the invasion.

"We don't know. They might somehow be self-limiting. They seem to be able to make just one Fusion for each sample of DNA collected."

"I'm surprised they managed to get a sample from you," said the Englishman.

"Violence, greed, and brute strength can take a plan very far, as you well know."

"Just as progress can be stymied by stubbornness."

"That depends on how you define progress. I will not help you, Michael Van Kleiss."

"What are you doing now?"

"I haven't said anything you couldn't have figured out on your own." Folding his arms before him, he smirked. "I'm just passing the time."


	29. Predators

**Chapter Twenty-Nine: Predators**

"Just so I'm not, you know, left out of the loop again, what's the plan when we get to the mine?"

He was trying his best not to sound as if he was complaining (mostly because Ben wasn't), but Rex really did want to be in the know this time. The Catskill Mountains were passing swiftly below as Big Chill, moving faster than a plane, flew tirelessly through the night like some gigantic raptor. Rex had asked and Ben had explained that the Necrofriggian, used to higher gravity and more extreme temperatures than could be found on earth, was in no way fatigued by the long flight down from New England. The battery in the Omnitrix would wear out before Big Chill did in this situation, and since he was holding one form and remained tangible, he didn't expect the Omnitrix to fail. Computress called now and then to adjust their course by a few degrees, but for the most part they were quiet. Ben was focused on reaching Pittston as quickly as possible and Rex didn't want to break his concentration since it was his fault Ben couldn't swap shapes to go faster.

Used as he was to flying, Rex wasn't particularly impressed with the view, just the speed and the fact that this was the second alien he'd gone flying with in a night. It was still fairly early and there were cars on the roads below and lights on in buildings and towns. The moon started to rise as the miles vanished behind them, casting the dramatic landscape into strange shadows as they raced to reach a tiny mining town in the coal region of Pennsylvania.

"Get there, get Dexter, get out. Extra points if we beat up the bad guys, but they're not a priority."

"If everyone else gets there, we should have plenty of fire power to spare."

"I don't think so. Not against Dexter's Fusion."

"What makes him so special?" called Rex over the rush of wind.

"He's not like the others," rasped the moth. "He was made differently, for starters, and he's the only one we know that can think completely independent of Fuse. We think he did that on his own, but since he's a copy of Dexter, it's not so surprising."

He felt the cold, thin arms braced against his torso tighten and he knew some sick maneuver was about to commence. Sure enough, the Necrofriggian dove down, following a silvery ribbon of water winding through the mountains and taking advantage of the wind moving along the river.

"I thought they were all Fuse drones!" Rex called, completing his thought when they had stabilized again.

"Not quite. Fusion Monsters and Mechs are more like drones – they'll fight until they're destroyed. The Fusions are more like generals in charge of the drones. The Ur-Dexter is a rogue."

"Free agent Fusion?"

"Pretty much. He's got his own agenda."

"I asked Dex what his Fusion wanted with him and he said everything."

A small hiss escaped Big Chill, his alien equivalent of a growl. "That's about right. His Fusion is obsessed with emotions. It wants to understand love and it's decided Dexter is the only one who can teach him. The problem comes with expressing themselves. Fusions show emotions physically, usually by smashing something. The Ur-Dexter wants to learn what love is all about."

"Oh." Rex gave it some thought. "Ew."

"Yeah. Ew," agreed Ben savagely, putting on a burst of speed.

**OoOoOoOoOoOoO**

"_I'll admit to a certain degree of concern for Van Kleiss' interest in Rex, Doctor."_

_In the bathroom attached to Holiday's lab, Rex paused at the sound of his name, shirt in hand. He had finished his usual post-mission examination and nanite download a few minutes ago and had been dawdling as he got dressed again. Certain that Six's presence would erase his from Holiday's mind, Rex stilled, listening intently and opening the door a crack to see. _

_Six's back was to him, but he could see the doctor clearly. Holiday paused, her hand poised over the equipment she was calibrating, and tension seemed to drain out of her like water poured from a glass. She let out a sigh as she looked up at the green-suited man standing on the other side of the table. "To be honest, Six, I'm glad to hear you say that. I wasn't sure if I was reading too much into the reports."_

"_You're not. At least, no more than I have. I haven't been able to find out anything about Van Kleiss beyond his accomplishments on the Nanite Project, and even then information is sketchy. I haven't found anything about his personality . . . or tastes."_

_Leave it to the ninja to find an eloquent way to state the case. Rex frowned, wishing both adults would speak a bit plainer. _

"_The boy, Noah. He seemed have a better grasp on Van Kleiss' intent than Rex. At least, the transcript of his debriefing indicated as much."_

_Huh? What did Noah know that he didn't? Besides how to play basket ball. Rex felt a stab of petty annoyance and pettier jealousy that vanished the instant Holiday spoke._

"_That shouldn't come as any surprise, given that Rex's memories only date back to when you found him and he's been sheltered from the real world all these years. He doesn't know how to recognize all the predators that are after him." _

_Predators? What? He needed to get his hands on Noah's debriefing. _

_Six nodded. "I'll speak to him. Put him on his guard." He caught her expression. "I know how you feel, Doctor. I want to keep him safe, too."_

**OoOoOoOoOoOoO**

"Did Dex ever tell you about being kidnapped by Van Kleiss?"

They had picked up a respectable tailwind as they passed over the Catskills into Pennsylvania that propelled them along almost as fast as Jetray had flown over the Atlantic. Perhaps it was the warmer air this far inland or the Necrofriggian's tendency to fly at a low altitude, but Rex was having considerably less trouble dealing with this brand of speed versus that of an Aerophibian.

"No," said Ben. "I'd heard rumors, not much else. DexLabs kept a super-tight lid on that. I'm guessing they didn't want any copycats trying to nab Dexter. It sure explains a lot about him, though."

"He told me he's got a lot of, uh, I think he said disorders," Rex said in an attempt to be diplomatic about Dexter's obvious phobias.

"He does. He hides it really well. Most of the time," he added quietly, so many things about Dexter falling into sharp focus. "I didn't know Van Kleiss was to blame for him being so phobic."

"Hey preys on people," Rex replied. "Van Kleiss, I mean. And he doesn't care how long it takes to get what he wants."

"yeah, well, he's not the only hunter at this party," swore Ben10.

**OoOoOoOoOoOoO**

"_You're going."_

_It was as much a statement as a question, and it was filled with dread. Ben looked at Dexter with a bit of concern over the flat tone of voice that was very uncharacteristic for the Boy Genius. They were sitting in a row on the open steps of the family's suite - Dexter, Ben, and Einstein - watching as Utonium took care of a few last-minute preparations for his trip. Ben was employed in petting the cat, afraid of being swiped at if he dared stop without permission. Dexter was just thoroughly miserable._

_Professor Utonium nodded, smiling gently. "Yes. I'll just be away for a week, Dexter. It's a tremendous honor."_

"_I know," whispered Dexter faintly. He glanced at the packed suitcase as if it might somehow bite him, his breaths gradually coming faster as he tried to control the panic seizing him. An invitation from the Nobel Committee to present this year's award for chemistry was taking the Professor to Stockholm. Dexter, who was just on his feet after a nasty bout with strep throat, had rather hoped his guardian would forget or the Baltic Sea would rise up and engulf Stockholm's airport or he'd develop some exotic (though curable) variation on strep throat to keep the Professor here. It wasn't fair or reasonable to entertain such hopes, but a week of high fever and poor rest had eroded Dexter's sensibilities and reawakened his fear of being out of sight and touch with the person he loved the most. _

"_Dexter . . ."_

_He sniffed, trembling, and Utonium handed over his handkerchief in anticipation of an emotional breakdown. Clutching the square of cloth tightly, the Boy Genius would not raise his head even when the Professor brushed his hair back and rested his hand on Dexter's pale cheek._

"_What if he comes back?" whispered Dexter, his eyes focused on the handkerchief. He spoke quickly, his words punctuated by small gasps and gulps. "What if he comes back and hurts you again or takes you away from me? What will I do? What – what if-"_

"_Shh," soothed Patrick Utonium, sitting beside his son and wrapping him in a tight, loving embrace. Dexter seized on to his father's suit with both hands, a small whine of fear rising up from his throat. Slowly rocking, the Professor stroked Dexter's hair and back as he calmed the panic attack. "That won't happen. I'll have Sgt. Lee with me and Chief Barnes. They'll be with me the whole time."_

_Thoroughly confused, Ben gave Utonium a questioning look. He'd never seen his friend fall apart like this. Leaning close, the dark-haired scientist softly whispered, "Separation anxiety. Long story." _

"_Fusions?" asked Ben just as low, knowing there was a lot more to this and wondering who could instill this much fear into the likes of Dexter._

"_Not this time." To Dexter he said, "Do you want me to stay?"_

"_Yes," whispered Dexter._

"_Do you want me to go?"_

"_Yes," admitted the distraught genius, knowing how badly his father wanted to attend this gathering and loath to bar him from it just because his unreasonable fear of being left behind._

_Utonium smiled, and it was clear he could not love the boy more. He crushed Dexter close and kissed him atop his red hair. "I can cut the trip short a few days. Ben and Roy will be with you here in the suite with you and the girls will be home every night. I'll be back. Don't worry. Nothing and no one can keep me from coming back to you. I promise, Dexter."_

_Dexter nodded against his chest, swallowing hard. "I hate this," he said in a shuddering voice. _

"_I know," was the gentle reply, and Utonium's voice was thick with emotion. He closed his eyes and held him tighter still. "So do I. But I'm just so glad I have you."_

**OoOoOoOoOoOoO**

"Computress, how much further?"

"_Approximately fifty miles. Adjust your course a point south. The_ C-57D _should join you soon after you arrive. The _Martian Maggot_ is about twenty minutes behind them, but catching up fast."_

"Has Mr. Green pinpointed the right mine yet?"

"_He believes so,"_ said the super computer. _"Based on the information available, he believes Gat to be in the first of the mines to close, Pernell."_

"Pernell. Remember that, Rex. Pernell. Okay. Anything seismic?"

"_Not at this point, though up until the last moment there were no readings when the Ur-Dexter tunneled into the lab this summer."_

**OoOoOoOoOoOoOoO**

_He sat with the Professor in the meeting room, nursing a smoothie and avoiding looking at the papers clutched in the scientist's hand. He neither wanted nor needed to read a single word of what Utonium held – it was a sure guarantee that an outburst was soon to follow and Ben would get every detail hurled his way from an irate, offended, distraught father. It wasn't a perfect system, but Ben would not read of his friend's torture (having seen enough in that steel mill and dealt with the aftermath) and the Professor needed someone to rant and rage at. Since a grand total of four people had clearance to access these reports – including one who refused to do so and the one who had written them - the Professor's choice of sounding boards was extremely limited. _

_A sound of disgust rose up from Utonium's throat as his eyes moved across the paper. There were things Dexter could not bring himself to say aloud, but could only write, such as the time he'd spent with his Fusion doppleganger. The details of what had happened were coming back to him in spurts, and no matter how painful to remember or read, Dexter was relaying everything that had happened._

_His hand holding the report dropped limply to the table and the Professor leaned his head on his other hand. Instead of anger, Ben saw only fury and defeat. _

"_I was afraid of this," he finally admitted, staring at nothing._

_He didn't want to know, but he needed to. Dexter's safety was more important than his or Ben's sense of shame or embarrassment. With supreme effort, Ben asked, "What happened?"_

_He sighed, gesturing at the report. "That thing . . . It wanted to know about love."_

_Ben waited, fear gripping him. "Fusions can't love," he stated quietly._

_Through gritted teeth, Patrick Utonium said, "This one wants to learn. From my son."_

_He shuddered at the images that rose unbidden to his mind – revolting thoughts, the stuff of nightmares, and he mentally kicked himself for jumping to such extreme and violent conclusions. Suddenly the room seemed very hot and close and his stomach was a knot of anxiety. Dexter was so small – even his Fusion was a bit taller – and compared to that alien creature he was so weak and fragile. He stared at the Professor's profile, willing the man to tell him he was dead wrong. He did not want to know. He had to know. He did not want-_

"_It kissed him," Utonium finally said. "If anything else happened, he doesn't remember right now."_

_Ben let out a breath he hadn't realized he was holding, and suddenly he was dizzy with more than relief. A kiss from a monster. A perversion of affection. Disturbing and distressing though it was, the violation could have been so much worse . . . _

"_But I know," the scientist began, fixing weary gray eyes on Ben, "and you know, that thing won't stop there."_

_He was right. The Ur-Dexter had the same intensity and focus as Dexter. Ben had seen how relentlessly it had pursued him and Dexter through the steel mill just outside of Pittsburgh. It had been frightening in every way. That creature was a horror._

"_It will if we stop him," Ben replied, meaning every word. The Professor gazed at him, taking in his fierce tone and his determination and refusal to see his friend go through anything like this again. Slowly he nodded, trusting this young man to be true to his word and silently adding his own support to that call to arms._


	30. Sick and Tired

**Chapter Thirty: Sick and Tired**

"I am so sick of this."

Holiday looked over at Utonium, surprised that he broke his long silence. Since the first team had left in the _C-57D_, he'd hardly said a word. They were seated in the small hold of the _Martian Maggot,_strapped into their seats as the reassuring crush of g-force pressed hard against them. Dearborn and Number Four were in the cockpit, and any trepidation Holiday had felt at a co-pilot so young vanished as she observed the tough but professional manner in which Wally handled himself. She had the impression that it was the Professor's safety more than the job on hand that the KND took so seriously. What was more, Utonium seemed perfectly at ease being flown around by kid. That didn't come as much of a shock, considering the fact that his own son had designed this gunship before he turned thirteen, or so Sgt. Dearborn had told her.

She studied him in profile for a moment, still thinking how remarkably handsome he was - especially now that he was wearing battle gear - and how completely distraught he seemed. Black and white Providence-issued body armor covered him from his neck to his toes. It was heavier duty stuff than what the soldiers normally wore, but it was the only suit on hand in the armory that would fit him and he wore it without protest.

"Sick of what?" Holiday asked softly, sensitive that his emotions were running very high.

"Sick of being glad that nothing worse has happened," he replied.

"I know what you mean," she said. "Rex . . . can be reckless."

He gave her a sharp look, a flash of impatience at being misunderstood showing in his gray eyes. "It's not recklessness in Dexter's case."

"What is it, then?" she pressed, sensing he needed to vent some of the frustration and anxiety building up within.

"He's too good at what he does. He's too young for all this. Everyone wants a piece of him." Utonium sighed. "He's a target."

**OoOoOoOoOoOoO**

_It was a nightmare getting back to Townsville from Jacksonville, especially since the Professor wanted to get Dexter home as quickly and quietly as possible. Finally he simply chartered a jet, not caring about the expense (which was shocking), just anxious to get Dexter out of Florida and back to a setting he knew was safe._

_Every shred of progress Dexter had made overcoming his depression and social ineptitude over the past year and a half was gone, destroyed by one man's desire to own and control this boy. Dexter had balked at the prospect of walking outside to the shuttle that would take them to the jet even though it was a distance of about thirty feet from the hospital entrance. They finally left through the ambulance bay, and even then he hid his face against the Professor's lab coat and would not let go, leaving Chip and the driver to deal with all the cases of equipment they had brought for the conference._

_While waiting for the jet to be refueled and for food to be delivered (he had ordered all of Dexter's favorite foods in the hope that he would actually eat something for a change), Dexter fell asleep again. Curled up on a leather couch in the luxurious (and mercifully empty) waiting room at the charter company, Professor Utonium just settled Dexter's head in his lap and counted the seconds before the boy dropped off to sleep again, exhausted by the physical and emotional strain of the day._

_"Can I get you some coffee, sir? It's fresh."_

_He looked up to see Chip Morton standing before him, the very picture of calm and control. Suddenly he was grateful for the man's presence and how he had quietly taken charge without being asked. "I'd love some."_

_A minute later he was sipping steaming hot coffee and the blond sat opposite him with his own cup. Utonium regarded Chip with interest, knowing that he intrigued Dexter greatly and glad that something, anything had managed to distract the boy from this situation, if only for a few minutes._

_"The luggage is all stowed, sir, and the co-pilot says we should be airborne by fourtee – I mean two-thirty."_

_"Thank you. For all your help today. We wouldn't have been able to leave the hospital without those gloves."_

_"The pleasure was mine, sir. I was very impressed by General Shaan's assessment of the situation and your son's contributions to a pending war." As he spoke he gazed at the sleeping boy. Softly he asked, "Will he be all right, Professor?"_

_A long, weary sigh answered first, and then, "I think so. Eventually. He has so much to deal with already. This situation is going to affect every aspect of his life. Shaan has managed to keep any word of it from leaking out. I think Providence helped him keep a lid on the story. They're good at that kind of thing," he added, more to himself than Chip. Gently he stroked the boy's short, dark hair. "I just want him to be safe."_

**OoOoOoOoOoOoO**

"Is that why there's no information available about him?" Holiday asked.

Utonium smiled faintly. "So you looked."

"Tried to," she admitted. "We couldn't find anything about him online."

"That's good to hear. For all intents and purposes, Dexter doesn't exist on the web outside of a few papers he wanted left up. Most people working for him have never met him."

**OoOoOoOoOoOoO**

_"I met Max's grandson."_

_"Ben, right?"_

_"Yeee-ahh," Dexter said slowly, and his tone betrayed a wealth of confusion that was just begging for discussion._

_Utonium, who knew a great deal more about Benjamin Tennyson than he was about to let on, looked down at the boy walking slowly beside him. He would have liked to tell Dexter he did very well with his brief but dramatic speech, but he wouldn't be telling him anything he didn't already know. Further, they were both perfectly aware (and therefore needed to say nothing) of how much effort it had taken for Dexter to be outside and faced by a multitude of strangers in light of his phobias and present poor health. Dexter was pale from lack of sunlight and the night's exertion, still alarmingly sick and badly in need of rest, but he stood ramrod straight as usual and clasped his hands at the small of his back, staring straight ahead in the classic 'confounded genius' stance. Recognizing that his ward wanted to clarify whatever had passed between him and the boy Max spoke about so highly and so often, the Professor asked, "What did you think of him?"_

_Dexter shook his head. "He was a world-class idiot."_

_He almost burst out laughing at this unexpected assessment. "What makes you say that?"_

_Immediately he rattled off a laundry list of complaints. "He had no idea of who I was, called me an egghead, and said my name just wasn't geeky, but hyper gee- Dad! Stop that! It's not funny! I have been insulted. If that idiot is responsible for thwarting the HighBreed invasion, my assessment of the entire HighBreed race has just gone down into negative ratings."_

_The Professor was laughing too hard to answer yet, stopping to lean over and laugh himself out. Dexter waited, amused by his father's mirth. He tried to glare but came up short when Utonium snuck a peek at him. Blue eyes narrowed, the redhead closed in for the kill._

_"He also said having to listen to a final speech was like torture."_

_It took a few minutes for Utonium to catch his breath after that. Dexter, who had little experience with people close to his age, was thoroughly put off by this encounter and annoyed not only at the Professor's amusement, but at his inability to grasp why this clash with an idiot was so funny. Finally calm enough for coherent speech, his father wiped his eyes and grinned at Dexter._

_"Beyond the ignorance, what did you think of Ben?"_

_Dexter considered, well aware that Ben had not directed the insults at him personally, being completely unaware of who he was. "Well, except when he was being stupid, it was nice to talk to him. He didn't know me, so he couldn't be after anything. If I hadn't been the butt of his so-called jokes I suppose he would have been funny."_

_"Think he figured it out yet?"_

_"No. I think Number Five had to explain it all to him."_

_"So he probably feels pretty bad about it right now. You think?"_

_"Possibly." He looked up at his father. "Probably." A pause, then, "I hope."_

_Ever the peacemaker, the Professor pressed, "Think this situation might merit a do-over?"_

_The redhead gave a little snort. "Maybe. Should the opportunity present itself."_

_Utonium smiled at that last muttering. He might be wrong, but he strongly suspected that the likes of Benjamin Tennyson - someone new and with no concept of the boundaries and walls Dexter had established - was the very thing the Boy Genius needed the most right now._

**OoOoOoOoOoOoO**

"Do you think it's the best choice to let Dexter isolate himself so completely?" Holiday asked.

"The best choice?" Patrick Utonium echoed, looking at her with something like wonder. "No. It's not, Doctor. Right now, it's the only choice."

"But . . ."

"What would Van Kleiss be able to accomplish if he could control Dexter?" demanded Utonium. "Look at this gunship. Think about the Null-Void. Think what Dexter was able to do to Breach. Now think about all that intelligence and ability turned against Providence."

She considered, and in all fairness, Rebecca Holiday had to admit, "He would be unstoppable."

"Precisely. And so we're keeping the whole world from getting anywhere near him."

"That can't be healthy!" she exclaimed, remembering how hard and how often she'd battled with White Knight for Rex to be allowed more freedom.

"It's not so bad, really. There aren't too many people he can stand that can stand him, and he does his best work when he's left alone. He was always mildly agoraphobic, and most of the time he has no issues with staying indoors."

Rebecca Holiday sensed some familiar exasperation in his tone. "And when he does have issues?"

Utonium sighed, but his smile was fond as he said, "He'll go out and . . . it's usually a disaster. He can't handle dirt or bugs and the Fusion copy of his sister Blossom has it in for him for some reason."

She smiled her understanding. "We have a rabbit like that back in the Petting Zoo. She likes most everyone but she takes exception to Rex. He can't go anywhere near her."

"Dexter can hardly go outside. Then again, there's a standing order for his arrest if he tries it." With a tired sigh he leaned back against the seat's headrest, staring at nothing as he said, "I'm tired of settling. I can't tell you how many times I've had to be grateful my children just come home. And even when they're home, they're not completely safe," he added softly, unable to keep the bitterness out of his voice.

"I know just what you mean." Something about his tone sparked a recent memory, and she gave him a pointed look as she asked, "Where exactly did that video of the Fusion Dexter come from?"

Frightened and miserable but resolved, he looked at her squarely. "Dexter's laboratory."


	31. Ur

**Chapter Thirty –One: Ur**

"Ah. I believe my guest has arrived."

At Van Kleiss' falsely cheerful announcement a chill coursed down Dexter's spine in anticipation of confronting his Fusion double. He closed his eyes. The strain of not having his glasses, hunger, and the sheer stress of the situation combined to give him a tremendous headache. Breathing slowly, he tried to calm his racing heart. He had felt the faint vibration and rumble through the floor as the Ur-Dexter arrived, as he had arrived in the laboratory this past July, by using Fusion Matter to burrow through solid rock.

His last clear memory of his copy was of its cold and frighteningly powerful hand gripping his throat and the revolting, icy touch of its lips against his. He remembered tasting blood and smelling Fusion Matter and the overwhelming pain of having both eardrums burst after days spent in a pressure chamber. The burns on his temples still hurt sometimes. He wasn't sure if the pain was real or imagined, but the echoes of pain in his mind from having his memories probed were very real, as were the blanks in his recollection of time spent in his doppleganger's company. Less than four months was not nearly enough time to allow the scars and the fear to fade – fear of the Fusion, fear of what it wanted from him and would take by force.

"You'll excuse me, I'm sure," Van Kleiss whispered in his ear, leaning too close for comfort or decency and clearly enjoying the discomfort he caused in his young victim.

He was being taunted. How mature. Opening his eyes, Dexter gave him a dirty look, wordlessly warning Van Kleiss to keep his distance and his hands to himself. "It's my vision that's terrible, Michael, not my hearing. And who's the adult here?"

"My proposal stands, Dexter," teased the EVO. "Breach can still rescue you."

"So can my father."

Van Kleiss chuckled at the idea of Patrick Utonium rescuing anyone, saying, "Wait here. I know you can't get far, but I'd rather not have to chase after you if you wander off."

"Ja, whatever," muttered Dexter, looking around as he tried to decide which way he was going to go, just to annoy this man. The vat of Fusion Matter and the pathetic attempts at Fusion EVOs were to be avoided. That ruled out going to the left. He looked to his right, down the short lane of computers and equipment and saw movement with a splash of white on top. Dexter could only assume it was the walking-eye-with-a-Mohawk EVO that Rex had run down earlier. Well. He turned and looked behind him, seeing an open space. He walked slowly, mostly because he didn't want to walk into anything or anyone. Breach and Biowulf, still furious at his treatment of them, probably would not be too gentle in their correction.

How long had it been since Ben had been whisked away to get help? How long since Rex had vanished? There was no doubt in his mind that Ben would contact DexLabs and Providence, but how long would it take them to determine where this mine was located? There was so little to go on, but then his father had Computress and Mr. Green on his side. He knew perfectly well that Sgt. Morton would stop at nothing until he was restored to his father. It was rather comforting to imagine the amount of scrambling that had to be going on right now.

He paused before the control panel for the force field over the vat of Fusion Matter. He had to get right on top of the screen to see what sort of system Van Kleiss was utilizing and what the settings were. He was disappointed that he couldn't make out the numbers, but the energy readings told him a great deal. Now if he could just get a look at the generators . . .

"Ah. There you are, Dexter. I told you not to wander off."

Dexter felt his concentration and poise shatter at Van Kleiss approached. It seemed as if all the weight in the world was suddenly pressing down upon his shoulders as he straightened. Slowly he turned to face his enemy, trying with all his will to keep control of his emotions.

"No matter," the EVO said. "Your new owner is here and quite eager to see you."

Owner? The gall of this man. "Bully for him," Dexter replied, turning back to the screens. He saw no reason to cooperate and commenced ignoring his captor.

"Don't make me drag you," threatened the EVO in soft and dangerous tones.

Defiance was a risky move, to be sure, but Dexter had told Van Kleiss once already he would do nothing to help him and if that meant inviting his wrath, so be it. A gasp escaped him as a cold, horribly strong, metallic hand suddenly gripped his upper arm. He hadn't known Van Kleiss could extend the limb like that. It was quite revolting. His struggles were useless as the EVO reeled him in, and Van Kleiss yanked him close enough that Dexter was slammed into the man. Dexter found himself pressed up against that tall frame and held in place. With his free hand Van Kleiss lifted his chin, forcing him to look up at him. He tried to struggle, but stopped when he realized the man was just gripping him tighter.

"I've taken as much of your insolence as I intend to, child," hissed Van Kleiss. His fingers stroked Dexter's throat in a gesture both possessive and threatening. In his eyes there was hunger mixed in with his ire as he leaned in close to whisper, "You would do well to learn to obey."

"You are perverse," growled Dexter savagely, every muscle in his body tensed up at the unwelcome touch. He strained to loosen himself from Van Kleiss' hold, but was too close to be successful. "Unhand me."

"And you're arrogant." Van Kleiss smiled, "No matter what you think, nothing about this situation is on your terms, Dexter, or yours to control since you refuse to cooperate. You say I've underestimated you? I say you've overestimated yourself."

"Nothing?" he snapped. "I have control of myself, Michael, unlike you, and you yourself said I'm the most valuable one of all."

"Hence my reluctance to relinquish you so easily. I think you'll find my offer the more appealing of the two."

"And you call me arrogant?"

"Among other things," was the quick reply. "Come along, Dexter, and please, do try to be quiet for once."

He cast Van Kleiss a sideways look, realizing the man did not want his plans revealed. Dexter resisted the urge to make a retort. As if he would keep quiet – to either party.

Van Kleiss loosened his hold, shifting his grip to Dexter's upper arm to pull him along. He moved reluctantly, dragging his feet as best he could. He had to force himself to breathe, to keep his chin up, to make his feet take one step after another. He was cold, chilled to the bone, and sudden weakness born of terror seized him.

**OoOoOoOoOoOoO**

_The cell door slid close behind him, cutting him off from DeeDee and leaving him alone with the two Mechs. Prodded by a metallic claw, he offered no resistance as the mechanical creatures brought him deeper into the steel mill. He glanced down, feeling strangely exposed without his lab coat. He was very tired, having gotten little sleep, and very hungry. Despite the fact that it was July, it was very cold this deep in the mill and he was chilled to the bone._

_It was difficult to breathe at a normal pace and it wasn't long before he was light-headed. Wherever they were taking him, he knew he would be facing his Fusion double very soon and the idea was terrifying. His Fusion was abnormal, which had prompted him to give it the Ur- prefix. It had been remade time and again, and each incarnation had been more savage and intelligent and capable than the last, as if it was being refined. This one had spoken, something no Fusion on record had ever done before. Did that mean it could think independently of Fuse's grand plan for conquest of the earth? Did it want to?_

_At least DeeDee had his glasses. He knew perfectly well that a rescue would be mounted as soon as Mandy could access Computress. Who would she send? Ben, definitely. His sisters would not be left behind. Some of the Kids Next Door. Perhaps Samurai Jack. It was comforting to imagine his best friend's wrath being unleashed on these Fusions. Most of the time Ben was mildness itself, but he was capable of some very impressive fury when roused._

_For a moment he thought longingly of Professor Utonium. Mandy would have told him what happened. Was he coming back? Granted he was on another planet and trying to save the whole HighBreed race, but how could he remain off world when this had happened? Dexter had missed him terribly these last few weeks, and thinking of his absence only drove home how vulnerable Dexter was right now._

_The Mechs paused before a final door. It was dark metal and rolled to the side with an ominous rumble. Beyond was a sort of laboratory. The only light came from the equipment it contained, and the only movement from within came from a small form dressed in red. It let Dexter stand there for a long time, waging a psychological campaign to intimidate and frighten him. Perhaps it was just as well that he couldn't see a foot beyond his nose._

_Like a wolf circling its prey, the Fusion approached slowly, examining Dexter with great interest. Dexter looked straight ahead, fighting to control his breaths, able to smell Fusion matter as it leaned in close to him. When it touched his cheek, he could not help but flinch. The Fusion drew back in what he assumed was surprise before it reached down and lifted his hand. The purple latex glove confused it._

_"This is not part of you?" the Fusion asked. Its voice was deep and hollow._

_"It's a piece of clothing," he replied, his own voice hushed and wavering in stark contrast. "A glove. Worn for protection."_

_The Fusion tugged on the glove, finally pulling it off. Setting the glove aside, it held Dexter's wrist in a crushing grip to compare their hands. Its touch was cold and clammy._

_"Interesting. I cannot do the same." Still gripping his wrist, it looked at Dexter squarely. "You have no glasses. Why?"_

_"I left them with my sister. I was afraid the Mechs might break them."_

_He closed his eyes as the Fusion reached up, touching his face again, tracing around his eyes, feeling his hair, all the while applying pressure to his wrist. The redhead winced._

_"You're hurting me."_

_"Yes," it agreed, not slacking the iron grip. Dexter squeezed his eyes tighter as the Fusion ran its free hand down his chest, roughly feeling his body through the heavy turtleneck sweater and trousers. Dexter winced again. This creature had no shame or respect. "You were in white before."_

_"My coat. I left it with DeeDee. It's very cold in that cell."_

_"Yes."_

_How much more pressure would it take to snap his wrist? Desperately Dexter said, "Please let go of my arm."_

_"No," said the Ur-Dexter. It lifted his other hand, yanking the glove off. "So warm," it observed. "Tell me about the Omnitrix."_

_"You know as much about it as I do."_

_"Not true. I only know the months before my initial creation. After that, my knowledge of our past ends. You're fascinated by the device, and therefore so am I."_

_"I haven't researched it," he gasped. "I don't dare. I can't risk having that technology exploited." His vision was starting to go black on the edges from pain. "Please let go of my arm."_

_Ignoring the plea, it studied his hand, amazed at the concept of flesh and blood. "Your form is easily damaged."_

_"Yes," he hissed, clenching his teeth._

_"Good. That will serve my purpose."_

**OoOoOoOoOoOoO**

To the vat of Fusion Matter he was hauled, his steps heavy and labored. He fought to keep his panic in check. Once again he was glad to have given his glasses away. That way he didn't have to see the glowing red eyes like coals and the smug satisfaction on his own stolen face as he was set before his unholy mimic. Van Kleiss did not loosen his grip on Dexter, but placed his hands on the boy's shoulders and held him firmly in place as the Fusion drew close. Dexter could feel that invasive, penetrating gaze sweep over him like a wave and he almost quaked where he stood.

"Dexter," breathed that raspy, hollow voice as the Fusion reached up to touch his face. "I've missed you."


	32. Talking Points

**Chapter Thirty-Two: Talking Points  
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Pinned in place, Dexter was forced to endure the unclean touch of both his Fusion double before him and the EVO behind him. At this range even Dexter could see the pleasure in the Fusion's red eyes. It seemed to be enjoying the fact that he was helpless as much as Van Kleiss.

"Your glasses are gone again."

He could not suppress a shudder at the sound of that harsh voice. It still haunted his nightmares. Van Kleiss' grip tightened slightly in warning, but Dexter had no intention of making a scene to get the glasses back now. They served a greater purpose in the EVO's pocket than on his face. Aloud he said, "There was a scuffle. They were lost in the mine."

"I have yet to see you with them on," said the Ur-Dexter, sounding vaguely annoyed. He looked Dexter up and down, disgust on his face as he took in the boy's damp and rather bedraggled condition. "You're filthy."

"We're in a coal mine," he reminded. "They're not known for cleanliness."

"Hmm."

Like a merchant inspecting goods for damage, he was poked and pushed and prodded and groped. The Fusion seemed to forget that there was anyone else there with them as he engaged in his rough examination, and Dexter endured it in silence. With a glare that made him look more like Dexter than any other emotion he'd displayed thus far, the green-skinned copy observed,

"Your hair is different."

By a fraction of an inch, Dexter knew. He had gotten it cut a mere three weeks ago. "It needs a trim."

**OoOoOoOoOoOoO**

_"Sir? Is something wrong?"_

_Slowly he looked away from the unfamiliar, dark-haired boy in the mirror in the hall. He had been home for all of three days and it had taken every bit of nerve he possessed to venture out of his bedroom and downstairs when he knew his father was not in the house. The Professor had run out for an hour to settle a health insurance dispute with the pharmacy, leaving Dexter alone with Mr. Green (who had volunteered to watch the girls for the weekend Dexter and Utonium had spent in Florida and ended up staying for weeks) and Chip Morton (whom they weren't quite sure of what to do with just yet, but wanted to keep). _

_He looked at Chip's reflection for a long moment before turning to address the man himself. "Everything is wrong. _I'm_ wrong."_

_Morton had already learned long ago not to argue with definitive statements like this, but to take a roundabout way to a solution. He also know better than to talk down to his boss. "How so?" he asked briskly, hunting for more information._

_Dexter pointed back at the mirror, at the awful hair that made him look so different and so unnatural. "That is not me!" he snapped, not caring if the man understood his meaning or not. "That person I see is a victim! I want him gone!"_

_The former submarine exec, who had surprised them all over the course of the past few days, gazed at his charge intensely. Dexter rather expected some trite reply since he knew most adults would have been at a loss in this situation (as he himself was), but it was his turn to be surprised when Morton said, _

_"Then get rid of him, sir. Chuck him out."_

_He gestured sharply, anger flaring up inside him. "How?" he all but shouted. "He's me!"_

_"Oh?" Chip replied. "I thought your hair was red, sir."_

_The words were like a welcome slap, jolting Dexter and waking him to the reality of the situation and giving him a way to start taking back control. He looked at the mirror, at himself, at the frightened boy with dark brown hair he didn't want to acknowledge, and came to a decision. Straightening, he faced his bodyguard once again, braced for a fight that never came._

_"Cut it off. Now."_

__And a simple response landed Charles Phillip Morton the most technically advanced babysitting job in the world:__

_"Does your dad have clippers?"_

**OoOoOoOoOoOoO**

"You were not this tall in July."

The Fusion sounded positively offended that Dexter was the slightly taller of them now. Knowing he had to tread lightly around this volatile creature, Dexter drew a deep breath, carefully saying, "It's been three months. I'm older. I'm growing up. _Finally_," he added under his breath, giving voice to his frustration with his own body's reluctance to get a move on.

Those glowing red eyes narrowed sharply as the Fusion seemed to realize that Dexter was capable of changing his physical appearance, albeit gradually, and maturing beyond his present state. Something like fury filled the alien and he seized Dexter by the throat, holding him in a tight grip as if the differences biology caused between them was somehow the redhead's problem to fix. A gagging sound escaped him and Van Kleiss immediately stepped back, yanking Dexter out of his doppleganger's hold. Panting, he rubbed his throat but was not allowed to lean over as he would have liked.

"I will have to correct this . . . shortcoming, then," the Ur-Dexter hissed, aware of its play on words.

"Gently," admonished the man, twisting slightly to shield his captive. He smiled sardonically, somehow amused at the Fusion's surprise, and reached his hands down, making a show of crossing his arms over Dexter's chest and pulling him close to show who had possession and control right now. He leaned over Dexter's shoulder as he spoke, putting his face next to Dexter's. Unable to stop himself, Dexter recoiled at the touch, turning to the side and trying to avoid the unwelcome caress and the feel of Van Kleiss' long hair on his cheek. "Wait until I turn him over to your keeping before trying anything physical, if you please."

The red eyes glowed with simmering fury to see such blatant and deliberate rapacity, and for the first time Van Kleiss's true interest in Dexter was apparent to the Fusion. It looked from Van Kleiss' smug possessiveness to Dexter's revulsion and suddenly its eyes grew wide. With his face turned, a few scrapes Dexter had acquired during the attempted escape were visible on his face. The Fusion glared at Van Kleiss with intent that was nothing short of murderous, striding forward and forcibly holding Dexter in place to view the slight wound.

"He was not to be harmed in any way," hissed the Ur-Dexter, ignoring the marks his hands left on Dexter's jaw. Clearly it was one thing for the EVOs to hurt him and another thing entirely for the Fusion to hurt him.

"Just a scratch," purred Van Kleiss, pushing the hand away.

"Biowulf did this," volunteered Dexter, still trying to distance himself from Van Kleiss' hair. "The tall, hairy one."

The Ur-Dexter's tone was horrifying in its mater-of-factness as it stated, "I will kill that one, then."

Van Kleiss' grip on Dexter tightened, though he seemed far from upset that his lieutenant's life had been threatened. "All in good time. There are things we must discuss first."

"He knows that Fusion Matter you sent is for crap," Dexter said before Van Kleiss could speak or shut him up. "Ow!" he barked when the EVO's mechanical hand clamped down painfully on his shoulder, trying to silence him. Undaunted – and since he wasn't being physically gagged – Dexter went on spoiling their plans, his words spilling out in a rush. "Michael also intends to have Breach remove me from your custody once he gets what he wants out of you."

Silence. The two hybrid beings, Fusion and EVO, stared at one another for a long, tense moment. Terrified but unrepentant, Dexter stood between them, waiting. Finally the Ur-Dexter stirred, clasping his hands behind his back as he slowly said in a low and dangerous tone,

"There are indeed things we must discuss, Michael."


	33. Findings

**Chapter Thirty-Three: Findings**

"I'll take the Professor to the armory now," Holiday said, gazing up at Six with determination in her green eyes. He knew she was anxious to get to Rex and assure herself that he was well, a feeling with which he was very familiar. "We'll follow as soon as he's suited up."

"I'll call Morris and let him know you're coming," volunteered Calan.

"We'll meet you in Pittston," Six said as she drew away.

Holiday smiled, knowing Six was just as worried as she. "We'll catch up," she promised, then turned to the tall and handsome scientist waiting by the door. "Patrick? This way."

No frown or growl betrayed Six's reaction, but the doctor's use of Utonium's first name sent a jolt through him. A lesser man would have whipped around to watch Holiday escort their guest out, but Six was perfectly aware of the small hand Rebecca placed on Utonium's arm and exactly how close she stood – was it too close? It was for Six's taste - as she directed him to the armory. For a moment he stood there, analyzing her conduct and his own reaction, and then he glanced down at the KND operative, Number Four, who was busy eying Bobo Haha and looking as if he wanted to ask ten thousand nosy questions but didn't know where to start.

"Aren't you supposed to be watching Professor Utonium?" demanded Six coolly.

"Huh?" The Australian looked around and realized his charge had escaped. "Hey!"

"Out the door, turn left, second right," the ninja snapped, resolving not to leave Holiday and Utonium alone for a moment. "Don't let him out of your sight."

It wasn't his place to order a Kid Next Door around, but the blond was so used to obeying instructions from people in sunglasses that he didn't even notice. "Sarge, warm up the _Maggot_!" he yelled at Dearborn as he rushed out the door.

Six watched the boy go with deep satisfaction. Beetles would stick like glue. Mission accomplished. The two sergeants shook their heads as Wally pelted past them and down the hall after Utonium and Holiday. Unconscious of the emotions playing out in front of him, Morton addressed the team at large.

"Let's go break some speed records, gentlemen."

Strapped into the co-pilot's seat of the _C-57D_, he watched Morton go through the pre-flight check with the speed and precision of an expert. The blond glanced back to where Calan and Bobo had secured a small arsenal of weapons and were tightening their harnesses.

"You guys in? Good," he said before either could respond. "Don't touch anything. Six, get us clearance to take off."

He handed over a headset to Six and hit the ship's communicator, activating the holo-unit. Even as he called in to Providence's control center for authorization, Six observed his new team member and how he interacted and moved. He was confident that Morton was more than capable. Even so, he still decided to ask for half a dozen jump-jets to follow them, just for insurance purposes.

"Roy, get us directions," ordered Chip briskly.

"_Already downloaded into both ships and relayed to Providence,"_ was the instantaneous reply from the demon. _"The boys are almost there and they'll locate Pernell Mine."_

"When they find it, tell them to stay put and wait for us. Tell Tennyson he'll be in detention with _you _if he doesn't listen and I'm sure White Knight will be more than happy to hand Rex over, too."

Kilroy Green smiled, plainly delighted to be used as a threat. His detentions were the stuff of legends and nightmares, and if you survived with your sanity intact, you had something to brag about. _"Oh, thank you, Chip."_

"We're clear," said Six. "Get moving."

"We'll be in touch, Roy. _C-57D _out."

They were used to jump jets and transports and Calan was the captain of the _Keep_, Providence's airborne battle cruiser, but none of them had ever been in a ship that could compare to the _C-57D_. Though larger than a jump jet, it was more maneuverable and faster without straining the engines. Ignoring Morton's order not to touch, Bobo immediately activated the onboard computer screen angled toward his seat and began calling up information on the ship's armaments.

"Talk about your flying fortress," Six heard the EVO say, supremely impressed. He glanced back and saw Bobo twisted to look pointedly at his companion with his one eye. "Hubba, hubba, this could make your ride sweat."

Despite himself, Calan leaned over to see. The targeting systems Providence used in their fighters had been made by DexLabs, and there was no denying that the units were outstanding and better than anything their own contractors had developed. The company was so jealous of their technology that to be in one of their gunships was an unprecedented opportunity, and they weren't going to waste it.

"Hold on!" called Morton. A moment later they were all slammed back into their seats (or the chimp in Calan's case) as the _C-57D _broke the sound barrier, leaving Providence well behind them.

"What's our speed?" asked Six calmly, rolling with the g-force. Despite their speed there was no need to raise his voice to be heard – either the engines were almost silent or the cockpit was soundproofed to perfection.

"Mach one plus a little extra," Morton replied. "We have to clear all urban areas to open her up."

Amazing. This technology was staggering. Six didn't know how far it was to Pennsylvania from Providence headquarters, but he knew even their fastest ships would not rival this gunship. If only Providence was able to respond so quickly! What a difference such speed would make in terms of lives saved and property damage when EVOs started rampaging. It wasn't a matter of wanting this technology, they _needed _it.

"Utonium," Six abruptly said, hoping he'd be able to make his intent known and keep on subject. He did everything in his power to keep his tone as bland as possible, but the only one fooled was Morton. Behind him, the captain and the EVO exchanged an anxious look, waiting for fireworks and wondering if this baby had any parachutes.

Morton looked at Six, waiting for him to go on. "What about him?"

_What sort of man is he now? Is he married? Had he noticed the look she gave him before? Does he have any idea of how much she admires him? That she's wearing different perfume? For him?_

"Now that White's apologized, do you think he'll agree to more dialogue with Providence?"

_Would he be as excited to meet her?_

Calan and Bobo hunched down in their seats, gripping their harnesses. Morton, intent on the controls, mulled the question over. "I can only give you my opinion, but I'd say yes."

_What if they ever worked together?_

"I think both organizations would benefit."

_She thinks he's handsome. Does he think she's beautiful?_

"Ditto." Bright blue eyes gave him a knowing look. "Get his kid back and trust me, the Professor will welcome Providence with open arms."

Given the image those words generated, that was quite possibly the last thing Agent Six ever wanted to hear.

**OoOoOoOoOoOoO**

Big Chill very gently set Rex down amidst some scrub brush and weeds. A moment and a flash of green light later, Ben Tennyson tumbled to the ground beside him. Both young men were doubled over and panting, and after a few minutes Ben arched his back with a long groan. He drew a deep breath, looking around at the McLintock Brothers mine, and immediately started coughing.

"Welcome to Pittston," mumbled Rex, peeling his goggles off his face. He dropped to the grass beside Ben, stretching his long legs and rubbing his face. After a few moments he looked around, blinking. "So this is what northeast Pennsylvania looks like. I never wondered."

Ben stared at the scraggly plants. "To think I've been dying to get back here all day."

They rested for a few minutes, and then with a groan Rex stood up, reaching down to clasp his friend by the arm and haul him upright. "C'mon, Ben, let's find Nellie or Prudy or whatever this mine is called before they get here. Any idea what we're looking for?"

"I'm hoping for a big hole in the ground with a sign saying _Pernell_ in big, neon letters," Ben replied, gesturing with both hands.

"Let's hope it's that easy."

The terrain was hilly and deeply eroded by years of rain, though the soil was too poor to support many plants. Scrub oak and various sorts of prickly bushes tugged at their clothing as they waded through the brush to find an open space and get their bearings. Rex got whipped in the face by a branch one time too many.

"My turn!" he called, and grabbed Ben under the armpits, activating his Boogie Pack and taking to the air to get an idea of where to focus their search. Ben made a little sound of 'Whoa!' before taking advantage of the view. The moon was bright and the night was clear and crisp.

"I think these hills were made from the rock they dumped out of the mine. Looks like what's left of a road there," said Ben, pointing.

They followed the broken, overgrown line of crushed rock, passing a some old, ruined buildings and rusty trucks until –

"What's - ?" breathed Ben, then he urgently hissed, "Rex, get down! Down, down, down!"

They tumbled into the brush, barely able to call the hurried impact a landing. Rex retracted the Boogie Pack, shoving some bushes out of the way to find Ben.

"What? What?"

"I don't think it saw us."

"What?" he demanded.

"Did you see that super creepy thing?" countered Ben, his voice rising in alarm.

Ben10 calling anything creepy was pretty telling in Rex's book, given some of the aliens he turned into. "What thing?"

Tennyson grabbed the Latino by the arm and dragged him back through the undergrowth to the far side of the hill. He pointed across the man-made valley to where a tall, gray, long-armed creature with a huge red eye spread across its chest patrolled in front of a few buildings. Beyond it, a sloping rise was built up with a superstructure of wood and metal – the mine entrance.

"_That _thing!"

"Oh. Yeah. That's a Van Kleiss original," Rex announced grimly, recognizing the style if not the EVO. He looked past the ugly thing, spotting a few more similar monstrosities. Turning to his friend he said, "Looks like we found Pernell."

**OoOoOoOoOoOoO**

"That was in no way wise," Van Kleiss stated sharply as he guided Dexter away from the Fusion. There was no possibility that they could hold anything like negotiations with this mouthy little brat present.

"That depends on your definition of wise," countered Dexter, allowing the EVO to steer him through the small maze of equipment. "I told you I wouldn't help you."

He tightened his grip on the boy's shoulder, forcibly reminding him who was the captive here. "You're not helping yourself, either."

"I disagree. I figured out your game. He probably has already, too. I just said what you both know." He looked up at Van Kleiss. "The playing field is even . . . mostly. Don't forget what I told you, Michael – the darker the Fusion Matter, the stronger it is. My Fusion is . . . very dark."

Van Kleiss stopped, giving him a narrow-eyed look. Biowulf approached.

"Master?"

"Watch over him," ordered Van Kleiss. "Do not allow him to leave this spot and for your own sake, don't hurt him, Biowulf." He leaned over to Dexter, one hand under his chin to make the boy look up at him. "Cross me again and you'll regret it, child."

Knowing there was worse than this man out there waiting for him, Dexter snapped, "Not as much as you will."


	34. Pernell

**Chapter Thirty-Four: Pernell**

"Computress, let Mr. Green know we found Pernell Mine," said Ben into his comm unit. "Tell him there are some funky EVOs guarding the entrance. We've counted five so far."

To his surprise, Dexter's tutor and not his computer replied. _"I copy that, Ben. Don't engage until the others get there."_

"But -"

Indignant, he looked at his companion. He was Ben10. Wielder of the Omnitrix. Savior of the Universe. He was backed up by Providence's secret weapon, Generator Rex. They could easily take out a few freaky EVOs without even breaking a sweat.

_"This is from Chip, Ben,"_ warned Kilroy Green as if he sensed rebellion._ "Take them on without backup and you'll both be in detention with _me."

To Rex's obvious surprise and amusement, Ben clammed up instantly. The Latino leaned in close and ribbed, "What, afraid of staying after school?"

Tightly Ben whispered back, "With Green, yes. Torture is authorized and he's got this really unnatural thing for the molecular structure of fiberglass."

"Sounds like you know."

"Not me." Ben shook his head, not at all curious and more than willing to wait. "Rumors."

_"We need you to find a landing site for the _C-57D_ and the_ Martian Maggot," Green was saying. _"Somewhere those EVOs won't see."_

Rex leaned in toward the Omnitrix. "Hey, Mr. Green, tell Six if he wants to drop in, I'll pick him up and we'll handle the EVOs. That way we'll be able to land both ships right here. There's plenty of room." He elbowed Ben for support, and the brunet hastily added,

"He's right, Mr. Green. We've got a perfect landing strip right in front of the mine."

A little dubiously, Green said, _"Hold on."_

They waited in hopeful anticipation, their fatigue forgotten in light of a chance to beat up on some EVOs.

_"Rex, Six and Sgt. Morton agree. They're almost at Pittston now. Open a channel on your comm unit and they'll be able to rendezvous."_

"All right," Rex crowed quietly. As he spoke he generated his Boogie Pack in anticipation of flight. "Coming?"

"Like I'd miss a second of this," Ben replied, already dialing the Omnitrix.

**OoOoOoOoOoOoO**

This creature had an intensity about it that had exceeded expectations to the point of disturbing. Van Kleiss had anticipated something highly intelligent and thoroughly evil, but this Fusion Dexter was more than that - it was an abomination against nature that was offensive even to an EVO. Its shameless and brazen conduct toward its human counterpart left no doubt as to its intent for Dexter, and even Van Kleiss was put off by the notion of such wantonness in a form so young. He had sent Breach to find out how the Fusion had arrived silently and so deep underground, and she reported a tunnel of dissolved rock connecting to the chamber that had not been there earlier. Whether the Fusion had somehow walked here or had a vehicle waiting a distance away she could not say, but its escape was already planned.

While it was a shame to lose an asset as valuable as Dexter, Van Kleiss genuinely hoped the boy would yet change his mind and remove the disruptor. With some discipline and respect (forced upon him if necessary), Dexter would possibly be the most useful of his servants. Certainly the most intelligent . . .

He had no compunction about leaving the boy with Biowulf. Of the two, Biowulf was in much greater danger at the moment, given the threat leveled against him. He spared a few moments' thought for his lieutenant and quickly concluded that if it came to it, there was little he would do to protect the EVO from the Fusion Dexter's wrath. The value he placed on his minions was limited, and with the exception of Breach, they were not irreplaceable.

He had not counted on such a remarkable degree of stubbornness out of Dexter. Granted servitude in Abysus would not be without certain . . . sacrifices and concessions on the boy's part, it seemed to Van Kleiss a better life than what the Fusion Dexter had in mind. Van Kleiss, at least, was familiar with the concepts of subtlety and persuasion, and the Fusion had made his wants known. There was a history - clearly an ugly history - between the two Dexters that set them at the far ends of the spectrum between desire and loathing. He didn't much care what had happened between them, but it would be interesting to know.

The small green Fusion was waiting by the vat of Fusion Matter. Dexter was right - it was alien in every way, and it repulsed Van Kleiss' senses as much as it intrigued him. How much of it was Dexter? A twisted, perverted, reflection of the fiery young genius? He knew perfectly well that Dexter was frightened, though presenting a remarkably bold front. Was this creature capable of fear?

It was looking at the controls for the force field, barely glancing at Van Kleiss as he strode up. Certainly Dexter's arrogance had carried over to it.

"So," he began coolly, prepared for a verbal fencing match.

"What will it take for you to hand him over unharmed?" demanded the rough voice.

Van Kleiss had to keep himself from smiling. So much for discussion. This thing had no concept of subtlety. It was a weakness its human counterpart didn't share. Dexter's bluntness had been deliberate, he knew, a tactic that hid its own brand of cunning.

"So you can harm him yourself?" countered the EVO. "Not that I care, mind you, but there are much better ways to get what you want than through violence."

"Nothing else will work with him."

"Well, neither will that, but that's your affair. Nevertheless, our original agreement stands: Dexter for Fusion Matter. This," and he gestured at the vat of pearly green goo, "is hardly Fusion Matter."

"I did not wish to transport fully activated Fusion Matter in the manner you proposed," lied the Fusion. "Now that I see the unit used to secure what I sent, I can augment it in order to give you something more viable."

_"How _viable?" demanded Van Kleiss, willing to let the lies slide to get what he wanted. He let his displeasure with their bargain thus far come through in his tone.

A slow smile twisted the Fusion's thin lips, and there was a gleam of amusement in those glowing red eyes as it said, "Extremely."

****OoOoOoOoOoOoO****

_"Professor?"_

"Yes, Roy?"

_"Requesting clearance to tap into DexCorp's petty cash."_

"What are you buying?"

_"Nothing yet."_

"How much?"

_"I'm estimating in the area of about three million dollars, less if I can manage it. If we don't have it in petty cash I can hit up my PayPal account for it."_

"You have that much in PayPal?"

_"Don't you?"_

"No. _What _are you buying?"

_"Mmm . . . Let's call it insurance."_

"Yeah, go ahead, Kilroy."

_"Thank you."_

Holiday frowned, a little surprised at the exchange. "What was that about?"

Utonium shook his head. "No idea, but I trust him."

**OoOoOoOoOoOoO**

"Took you long enough," criticized Bobo Haha as he strode down the _C-57D_'s ramp on bowed legs and surveyed the carnage. The bodies of half a dozen EVOs littered the ground around the mine's entrance, and inside the dilapidated building were three more.

Six whipped sticky brown fluid from his blades, folding and sheathing them in a smooth, practiced motion as Morton and Calan joined them. As a matter of course Six disregarded Bobo's comment, though he watched with interest as Ben Tennyson switched from a blob of green slime back to a teenage boy as naturally as Rex went from human to machine and back.

"The _Maggot _is coming in now," said Morton, staring at the mine entrance. His eyes narrowed as he took in the conditions: dirt, bugs, darkness, unfiltered air – this place was Dexter's every nightmare come to life. He looked over at Tennyson, quietly asking, "You okay?"

"Yeah," Ben said. "Sorry I had to leave him."

Morton shook his head. "You did the right thing. Let's just hope they haven't moved him."

They all looked up and then shielded their faces as dust and grit was kicked up by the arrival of the other gunship. The _Martian Maggot_, looking so bright and flashy compared to the _C-57D_, set down gracefully a hundred yards away. Moments later the passengers hurried out, and already Number Four was talking a mile a minute while Dearborn, carrying a small comm unit along with the rest of his gear, patiently ignored him. Walking close together and sharing what was obviously a private conversation, Holiday and Utonium brought up the rear.

Standing beside the ninja, Morton couldn't help but notice a tiny shift in the man's stance. The night air, already chilly, suddenly seemed frigid and Six's mouth was set in a rigid line as the scientists approached, breaking off their discussion only when they reached the others. Immediately the dark-haired scientist looked to his son's best friend.

"Ben, you're all right?"

"Yeah," he said again. "Uh, Professor, this is Rex Salazar."

Utonium reached out to shake Rex's hand. "A pleasure. I want to thank you for all your help."

Rex gave him a crooked smile. "Don't thank me yet. We gotta get Dex back."

The Professor blinked, rather shocked, and Morton knew it was because Rex had used the diminutive of Dexter that Ben Tennyson alone had claim to. Usually anyone that tried to use the nickname 'Dex' was set to rights with all the tact of a nuclear salvo. Recovering quickly, Utonium gestured at Dearborn and said to the group at large, "Roy has something to show you."

"We need to get moving," snapped Six, and by the surprise he registered in the Providence agents, Morton could only assume such an outburst was atypical. Number Four frowned fiercely, but said nothing as Chip cast him a sharp look.

Utonium, who was at least as impatient as the ninja, said with stern authority, "And you need to see this first. Adrian," he ordered sharply before another word could be said.

Holding the comm unit steady, Dearborn hit a button on it and immediately a 3D image of Kilroy Green appeared. "Go ahead, sir," said the sergeant. "We're all here."

_"Pernell Mine,"_ Green said without preamble. _"Anthracite mine opened in 1899, closed in 1960. The tunnel in front of you extends a tenth of a mile into the mountain before connecting to the main shaft that reaches straight down for a distance of 1,763-plus feet. It branches off the main shaft to form at least twelve levels. Based on Ben's report, Gat is at the very bottom level."_

Ben nodded. "I saw a few side tunnels, but nothing as big as the main one connecting to the shaft."

_"The mine was closed because of hazardous working conditions. Essentially, the planners didn't leave enough ground between levels and several of the middle tunnels collapsed, similar to what happened in the Knox Mine disaster."_ The teacher in him shone through even in a tiny hologram. _"It's been standing empty for over forty years. We have no way of knowing what condition it's in at this point. So, lady and gentlemen, tread lightly when you're down there. Be aware – it's coal, it's flammable, and an explosion or two could bring the house down."_

Chip gave the demon a narrow-eyed look. "That a suggestion?"

_"A precaution," _Green replied in kind, smiling as he recognized Morton's brand of humor.

"And possibly the world's biggest fly swatter," Wallabee Beetles said in appreciation of the smack-down potential being presented. "Ripper."

"How'd you get all this intel so quick?" wondered Calan.

"Owner's manual. Apparently I just bought it," Utonium replied dryly.

"Anything else?" asked Six.

"No," the Professor replied softly.

"Let's go."

As the warriors conferred, the scientists drew back a little for a quick talk.

"Did I do something to offend Six?" Utonium wondered, leaning close so they could not be overheard.

"What do you mean?" Holiday asked, glancing at the ninja.

Utonium gestured helplessly, at a bit of a loss. "He wasn't snappish before, and now . . ."

Drawing in a breath, Holiday opened her mouth to reply and then stopped as she realized something. She released her breath in a huff, exasperated. "No," she stated. "It's not you or anything you've done. Don't worry. I'll set him straight."

He smiled. "Thank you."

Trying to reassure him, she returned the smile. "We'll get your son back."

"That's all I want. Be careful down there."


	35. UMWA Local 402

**Chapter Thirty-Five: UMWA Local 402**

"Sweet mother, I'm going to have a hard time giving these goggles back," murmured Capt. Calan in appreciation as he watched one mine level after another pass by. The borrowed night vision goggles were better than anything Providence had available, and it was evident he was enjoying them thoroughly.

"Christmas is coming," grunted Morton. "Ask White Knight."

Rex had gone down first with Six, Holiday, and Bobo clinging to him or draped on top of him, the faint light of the Boogie Pack and a flashlight held by the chimp illuminating the mineshaft. Big Chill was just a few yards behind, following the light and carrying the two blond soldiers. But for the hum of the Boogie Pack, they were quiet, whispering when communication was necessary. Somehow the near-absolute darkness seemed to press close, as if they were entering the maw of some great beast that they did not want to rouse. Small drafts of stale air occasionally rose up like breaths as they moved straight down into the earth.

Perched atop Rex's shoulders, Bobo Haha looked up, his gruff voice reaching their ears.

"EVO ahead, one of Van Nutso's. Watch it."

Moments later they dropped past the huge creature that looked like a cross between an anteater and a brontosaurus. It had long, curved tusks and shaggy fur and huge paws that were designed for climbing. Morton and Calan both tensed, their weapons gripped tightly in their hands, but the EVO, sitting at the bottom of the deep shaft and leaning partially up the wall seemed asleep. In any case, it ignored them and the beam of light that swept over it.

Rex flew part of the way down the tunnel before landing. Big Chill followed suit, setting down his passengers.

"No sign of the Pack," stated Six after a long moment of listening and trying to sense the presence of anything in here with them.

Rex checked the floor, which was muddy and pooled with water. "Looks like the right place."

"It is," rasped Big Chill, swathing his wings right about his lean body. He pointed off to the side. "Down there is where I found the union badge."

"Oh." Rex looked a touch hangdog. "We didn't make it this far."

"Everyone close your eyes. I'm powering down."

It was prudent advice. They all shielded their goggles as Ben deactivated the Omnitrix in a flash of green light.

"Let's move out, people," said Six in a hushed tone. "No noise."

**OoOoOoOoOoOoO**

"How do you propose to do that?" asked Van Kleiss of his guest, making no attempt to hide his skepticism. He gave the vat of disappointing green goop a hearty glare, shifting the look to include Dexter's mimic. The short, green creature made something of a show of reaching into the pocket of its blood red lab coat. Opening its hand flat, the Fusion Dexter displayed a shiny black object that looked like a stone. It seemed to pulse with energy, almost like a heartbeat.

"This," said the Fusion. "Highly refined Fusion Matter. Added to raw Fusion Matter, this will give it the strength you seek."

"It seems very small for such a task," was his critical assessment.

The Fusion smiled. Given that this creature had pale green teeth, it was an unpleasant sight. "Size is no indicator of strength, Michael."

Somehow having his name pronounced by this creature was irksome, as if this copy of Dexter – who called him Michael as a show of defiance, referring to him as an equal – was taking a liberty. He reached for the small mass, but the Fusion curled his hand over it before he could touch it.

"Unless you want to risk having a copy of yourself, Michael, allow me to handle it. Lower the force field and I'll give you what you want, so I can get what I want."

"Once I see that it works, Dexter is yours," promised Van Kleiss. He stepped over to the controls for the force field holding the Fusion Matter inside the vat, the Fusion Dexter a step behind him. When the field was lowered, the Fusion turned his hand over the seething green mass. There was a slight pause, and then the chunk of refined Fusion Matter fell from the green glove and sank into the vat without a splash. Instantly the color turned from pale green to the color of grass until it darkened to something close to a pine green. At the same time the Fusion Matter, which was moving gently about like water in a pool, began to move faster and almost thrash about the container.

"I suggest you return the field," said the Fusion, stepping away as tendrils of the green material started reaching out of the vat. Van Kleiss was almost gloating as he considered his prize, and in his moment of greed he missed the satisfaction that flitted across the doppleganger's face.

**OoOoOoOoOoOoO**

"We've got to find out if Dexter is even still here," Morton said in a whisper. He glanced behind him. "Tennyson?"

They had stopped a hundred feet shy of the tunnel, wary of being seen by the Pack. Ben could hear the hum of the generators, but little else, and all of them had stripped off their night vision goggles since there was a fair amount of light from Gat spilling down the mine. Knowing what was wanted and needed, Ben nodded. "I got this," he announced softly.

"Any way you can let him know we're here?" pressed the sergeant.

"Is that wise?" Six wondered, returning his sunglasses to his face despite the darkness.

"Yes," Morton, Ben, and Rex all replied at the same time.

Ben10 grinned, knowing perfectly well that Dexter would be furious if they didn't announce themselves to him. Dexter was more than capable of mounting a sizable defense, and he was sure the Boy Genius would be able to do plenty of damage on his own if he knew help was here. He thought for a moment or two, considering their resources, and then dug into his pocket and pulled out the union badge he'd found that had lead them back here. He handed it to the ninja. "Hold this a sec."

Drawing back down the tunnel, he turned the corner of a much smaller pocket in the wall and activated the Omnitrix. A Necrofriggian once again, he returned to his companions.

"Thanks," he said to Six, taking the button back. Six's eyebrow raised in surprise at the icy cold touch.

"Quick scout, then get back here," ordered Morton tightly.

Grasping the corroded badge, the gigantic moth threw his wings wide and promptly vanished from sight as he phased between dimensions. Enjoying Holiday and Calan's expressions of shock, he flitted down the tunnel back to Gat, determined to find his friend.

**OoOoOoOoOoOoO**

Dexter had considered and rejected dozens of ideas to get back to Van Kleiss and find out exactly what was passing between his kidnapper and his evil twin. He knew they would come to an agreement - they both wanted one, after all - and he knew he was running out of time rapidly. If it came down to it, he knew he would be better off with Van Kleiss if for no other reason than the man had his glasses and the glasses contained a homing beacon. His Fusion double, he knew perfectly well, would abuse him in countless ways until he was dead, and he was certain that death would be welcome over enduring that creature's attentions.

He paced anxiously, flipping Biowulf an obscene gesture as he passed when the EVO ordered him to be still. Professor Utonium would have swatted his hand, but Dexter had no compunction against making his opinion of the werewolf known. Hands clasped tightly behind his back, he turned and turned, thinking and trying very hard (and unsuccessfully) to stave off the headache threatening to strike him down. It wasn't just stress. He was hungry and dehydrated and exhausted and the strain of keeping up a fearless front was wearing him to nothing. He paused, trying desperately hard to hear the exchange going on between Michael and his doppleganger. Didn't Van Kleiss appreciate how dangerous that creature was?

Didn't he appreciate how dangerous Dexter could be?

Apparently not. It was pure folly to take that thing at its word. Dexter had warned the EVO time and again. Perhaps Michael Van Kleiss wasn't the sort to learn lessons, or at least not until it was too late.

A sudden draft of ice-cold air blew past him. Startled, Dexter raised his head and tried vainly to see. The gust of air had come out of nowhere. This deep underground where the air was a steady temperature, there should have been little to no air movement. He glanced back at the tall, blue-gray blur that was Biowulf, but it seemed the EVO hadn't felt the disturbance. Intrigued, he waited, hoping for more. After a minute nothing happened, and he took another step.

The same thing happened, stronger and faster and colder this time. Something was here. Something –

_Ben._

Relief flooded him and he dared to hope that his best friend, his hero, was here. Fighting hard to control his breaths, tempted to pass out on the spot, Dexter tried to see something, anything that would confirm his supposition.

A very faint, metallic ring sounded by his feet. His heart racing, Dexter looked down. It took him a long time to spot the bit of metal intended for him. Leaning over, he picked it up, forced to hold the flat disk almost to his nose in order to see it in the faint light. The paint was too corroded for him to make out the words, but he ran his thumb over the raised letters and realized he was holding the union badge that Ben had found. Had it really only been a few hours ago?

It didn't matter. They were here or well on their way. More than ever before, he had to stay right here and not let the Ur-Dexter drag him off . . .

He closed his fist on the button, holding it tightly a moment before slipping it into the pocket of his lab coat. He was about to turn when suddenly Biowulf's clawed hand clamped down on his arm. Dexter gasped, offended at the touch, and immediately commanded,

"Unhand me!"

"What did you have in your hand? Show me!"

He struggled to free himself. "Release me, you running dog!"

"Biowulf!" Van Kleiss called from over by the containment tubes, interrupting their spat. "Bring him here now."

Openly glad to be getting rid of him, the EVO hissed in Dexter's face, baring his fangs in savage display before hauling the boy to Van Kleiss. Dexter glared right back and went only reluctantly, dragging his feet and trying to see around him, desperate for a glimpse of Ben or Rex. All too soon he was standing by the vat of Fusion Matter again, where Breach and Skalamander and I-Bol watched their leader and his experiments.

At first Dexter's attention was caught and held by the horrific creatures in two of the glass tubes. Fusion EVOs. The experiment was finally successful - if such abominations could be deemed a success. Even from a distance, Dexter could tell they were Van Kleiss' dream come true. Aggressive, powerful, and dark green, the one-time insects filled the chambers, writhing and scrabbling to be free. Unable to restrain his revulsion, Dexter recoiled. He looked at the vat of Fusion Matter. Not tall enough to see over the top of it, his curiosity was nonetheless satisfied when a dark green tendril rose up and touched the force field.

Horrified, he looked at his doppelganger and Van Kleiss as they regarded the monsters they had created. Michael gestured at the two creatures and immediately they grew calm in their small prisons. Smirking in satisfaction, Van Kleiss turned and faced Biowulf. Even with his terrible vision, Dexter could tell the man was extraordinarily pleased with developments.

"Master," said Biowulf, his desire to tattle evident.

"What is it, Biowulf?"

Michael was practically oozing with arrogance now. Dexter looked past him to his Fusion. Was that what he looked like when he was being smug?

"He picked something up just now," said the EVO, keeping his grip on Dexter's arm. "He refused to show me what it was."

"Because you asked so politely," Dexter sneered,trying his very best not to see his Fusion.

Amused now that he had what he wanted, Van Kleiss looked at Dexter sternly. "Well, Dexter?" he asked, speaking as if to an unruly toddler. He held out his mechanical hand for the object in question. "Hand it over."

**OoOoOoOoOoOoO**

Whatever was this child up to now? After so much quality time in his company, Van Kleiss had a new respect for Dexter. He'd been quite right about the Fusion Matter, and he could only surmise that the boy was equally right about his mimic. Devoted as Biowulf was, he was also completely jealous of his leader's esteem. It came as no surprise that his EVO lieutenant would want to make trouble for what he viewed as competition. What might he have that would upset Biowulf so?

"Well?" he prompted.

Dexter scowled, his blue eyes narrowing as he glared up at Van Kleiss. Bracing himself, the boy tried to wrestle free of Biowulf's hold. He nodded for the EVO to release him, and Dexter made a show of settling his lab coat back into place and adjusting his gloves. Brat. Van Kleiss leveled his own glare, but given that Dexter couldn't see him well enough to be really aware of his displeasure, the effort was wasted.

"This?" he asked on open contempt, staring up at Van Kleiss as if in challenge. In a gesture identical to the one he had seen minutes before, just in red in green, the boy reached into the pocket of his white lab coat. Opening his hand flat, Dexter displayed a shiny black object that looked like a stone. "Anthracite."

He turned his hand over and instantly the chunk of coal fell away from his purple glove and clattered to the rough stone at his feet. For the span of a few heartbeats, Van Kleiss stared, the motion stirring his memory, Dexter's voice echoing in his musing.

_. . . The Fusion Matter used to create dopplegangers is more . . . refined._

_. . . Highly refined Fusion Matter . . .  
><em>

Suddenly he knew he needed to end this transaction _now_. Turning abruptly, he spoke to the waiting Fusion.

"Take him. He's yours."


	36. rEVOlution

**Chapter Thirty-Six: r_EVO_lution**

_A/N Be warned! The Ur-Dexter is a sicko perv!_

**OoOoOoOoOoOoO**

"We've got to move fast," stated Ben Tennyson. Despite the steady hum of the generators close by he kept his voice low. "Dex is here still, but Biowulf just moved him over to Van Kleiss. The Pack is there with him, and the Ur-Dexter. There's a new tunnel on the far side of the chamber like the one in Dexter's labor – his lab," corrected Ben when he started to pronounce the word the same way Dexter did. "That's how the Fusion got in." He looked significantly at Chip Morton. "He doesn't have his glasses, either."

"Does he know we're here?"

"Yeah."

With a curt nod, Morton looked to the Providence agents. "You know them better than we do. You deploy us."

"You've got a Null-Void," stated Six. "You target the Fusions."

"I got one, too," Rex suddenly remembered, pulling the Mons Meg out of his jacket pocket and displaying the small gun. In the faint light it looked like a souped-up water gun.

"It works on EVOs, too," was the sergeant's only reply.

"Let's not test that theory," muttered Bobo Haha, drawing his twin guns.

**OoOoOoOoOoOoO**

The Ur-Dexter's hand, cold and hard and inhumanly powerful, clamped down on the back of Dexter's neck and he was yanked bodily against his doppelganger with enough force to momentarily stun him. He gasped at the blows, trying to recover his senses as his wrist was seized as well. There was no way he would ever be able to wriggle free of such a hold and he was firmly pinned against the Fusion. It smiled and leered, knowing Dexter was terrified and enjoying every moment of his discomfort.

"Finally," gloated the Fusion, looking at him with hungry anticipation. Softly he said, "There's so much for us to do. So much left unsaid."

How could this be a copy of him? Was he really so single-minded? Dexter turned his face away, the distinct smell of this creature assailing his nose and bringing back memories of having his mind torn apart. Nausea suddenly struck him as the abuses he had endured came back to him in vivid detail. He knew it was futile, but he could not resist the instinct to struggle. The only result that effort gained was the hand on his neck slid down his back as far as could be reached before moving up to encircle his waist, pressing him closer still. The EVOs watched – some with interest, others with indifference, all with a sense of distaste.

"You have your payment," Van Kleiss stated coolly, seemingly not in the least surprised that the Fusion Dexter would commence molesting Dexter right here. "This transaction is complete."

The Ur-Dexter looked up from his prize, and Dexter made the mistake of opening his eyes. He was treated to a wicked smile on his mimic's face, near enough that it was almost in focus, and he was reminded of a lion momentarily distracted from its kill. This creature was as depraved as it was twisted and Van Kleiss' dismissal seemed to amuse it. All his nightmares were coming true in this moment and Dexter could feel his legs quaking, almost fainting beneath him at his Fusion's touch. He was numb, in shock, petrified with fear.

"Then all that remains is for me to take my _payment _and go," said the Ur-Dexter. "We must do this again someday, Michael."

Van Kleiss said nothing, and after a moment the Fusion chuckled.

"A pleasure doing business with you," it said, turning away and dragging Dexter along with him. Dexter stumbled alongside his doppelganger, panting as if he'd run a race, his panic building. Ben. Where was Ben?

They were moving out of sight of the Pack. Dexter could see nothing but the copy of himself. Had he somehow been wrong? Was that really the union badge, or was he mistaken? Was Ben not here? The Fusion was pulling him into darkness, away from his father and hope and the world . . .

"Wait," he breathed, barely making a sound. "Wait. Wait."

The Fusion paused, gripping his arm tightly, bringing Dexter back to that first, terrifying, painful meeting with this creature. A cold, almost oily hand touched his face, stroking his cheek.

"What is it?" asked the Fusion, petting Dexter possessively.

He drew a shuddering breath, his heart hammering in his chest so hard he was surprised the Fusion couldn't hear it.

"I . . . I . . ."

_Do not faint. Do not faint. Get a grip on yourself. You are dead otherwise. _

"There's something I need to tell Van Kleiss before we go," he whispered.

"No."

"Please," he said, doing his best to sound meek. It didn't come easily to him, but it took no effort to seem harmless. He looked into those glowing red eyes, trying to hide his revulsion. If he collapsed or angered this thing now, there was no hope for him. "Please. It won't take a moment, and then . . ."

He could not finish the horrifying thought, but by the slow smirk that spread across the Fusion's face, he knew the Ur-Dexter completed his sentence for him. After all, it was Dexter.

_. . . and then I'll be yours . . ._

The Fusion considered for a moment. "Very well. We'll return and you may speak to Michael if you kiss me."

_"What?" _he breathed, not certain he'd heard right. If unbalancing him was its intent, it had succeeded.

"I paid a great deal to get what I wanted. You can pay a small price to get what you want. If you want to speak to Van Kleiss, kiss me."

**OoOoOoOoOoOoO**

They moved quickly and quietly through the temporary laboratory: Holiday and Six to the right, Calan and Morton to the left, Bobo Haha and a pocketful of explosive charges around the perimeter of the cavern, leaving the two teenage boys to pick a cautious path through the center of the lab. Darting from cover to cover, they were all converging on the cluster of EVOs and Fusions and the one unfortunate human. The stench in the cavern was terrific, and an eerie green glow like an Infection cast odd shadows as the Fusion Matter rippled and swirled and tried to escape its pen.

**OoOoOoOoOoOoO**

No. No. This couldn't be happening. Kiss? This awful thing? On purpose? There was something very Freudian and egotistical about this that his frightened and confused mind could not begin to fathom. He gaped at it, shocked and momentarily speechless. The Fusion gave him a look he'd used countless times while waiting for people to catch up and realize he was absolutely right. He had to admit the look was rather effective, now that he saw it aimed at himself.

"I just . . ." Desperate to avoid any contact, especially something so intimate, Dexter gestured back toward the lights of Gat. It was so close in terms of distance and so very, very far from freedom.

The Fusion stared at him, its patience wearing thin. "You don't wish to speak to him. Very well."

It shrugged and yanked him along, deeper into the shadows. "Wait! Please, wait!" He swallowed, struggling with the sick reality of his situation. There was nothing for it. He was utterly, completely alone and his only hope of survival lay behind him. He knew that once he had free reign over him, Van Kleiss would be little better than the Fusion, but . . .

Van Kleiss had his glasses, and once again they were Dexter's best hope of rescue. If Ben wasn't here, he had a better chance of being saved from Van Kleiss than his Fusion. A better chance of surviving, long enough to be rescued, too, since once upon a time, Michael had been human.

He realized he was crying only when he closed his eyes. A kiss. Just a kiss. Just lean in and press his lips to . . .

Suddenly he was freezing cold, trapped in the steel mill in Pittsburgh. Helpless. Unable to stop this creature from taking what it wanted.

Now it wanted so much more.

Oh, god . . . all he wanted was to go home. Please. He just wanted his father. Not this.

There was no choice.

Cold. Hard. The reek of Fusion Matter so strong he could taste it, and then he _was _tasting it. As expected, the Fusion took full advantage of the concession and seized Dexter by the back of his head, crushing him tight and close and grinding their mouths together with brutal force.

He didn't fight the assault. He couldn't. The Fusion was too strong and he needed to humor it. The contact hurt, and he tried to turn his mind off from the slick, sickening caress he'd endured once before. It had a tongue. It had teeth. It used both. His head was already aching, and the memory of pain and torture echoed through his whole being. He kept his eyes tightly closed, afraid of what he might see as finally he was allowed to draw back. It took every ounce of self-control left him not to scream once he could draw breath again. On Dexter's part there was no passion in the kiss, but the Fusion's interest was most definitely piqued.

"I thought you would teach me about love, Dexter," the Fusion said in disappointment, reaching out to lift his chin. "It seems I must teach you."

What did this thing know about love? Nothing. Love was nothing more than a word to Fusions, not an emotion they could grasp.

At least, not most of them.

"Perhaps you do," he whispered, barely able to speak and trying his best to indulge his doppelganger's fancies. He wanted to spit at the acidic taste in his mouth but didn't dare. "I've never kissed someone before."

The confession seemed to please the monstrous little creature. "I've kissed you many times in my imaginings."

The Ur-Dexter's imaginings, Dexter's nightmares. They were one in the same. "Van Kleiss," he reminded, leaning away when his twin would have kissed him again.

A frown creased its face. "That was a kiss in form only, but since it was your first, I suppose I must make allowances. Come." He seized Dexter's arm and dragged him along.

It was a short distance back to where they had left Van Kleiss and his minions. I-Bol had been watching to make sure they left and now moved in skittish agitation to alert the others. Biowulf's gruff voice could be heard as he said, "Master!"

Van Kleiss glanced up from where he was studying readings on the Fusion EVOs, extremely displeased at the interruption.

"Back so soon?" he asked coolly, straightening.

"He has something to say to you," stated the Fusion loftily.

Dexter pulled against the iron hold, looking squarely at his doppelganger and reaching up to cover the green hand gripping his arm. As if in silent promise not to flee, he gently worked his fingers between the mimic's. It was very telling to Dexter – and the EVOs watching – that he was able to ease the Fusion's hand off of him. He stepped closer to Van Kleiss, past the Pack, keeping his back to the Fusion as he lifted his hands.

"You asked something of me earlier," he said, his voice faint in his own ears. As he spoke he carefully peeled back the glove on his left hand, exposing the disruptor he still wore. "I have an answer for you now."

The same hungry gleam Dexter had seen back earlier returned to Van Kleiss' eyes, his annoyance wiped away with what he saw as total victory. Without the disruptor generating a field to block Breach, Dexter would be as vulnerable as anyone else to the EVO girl and it would be nothing for her to snatch Dexter away from his wicked little double.

"What are you doing?" demanded the Fusion, seeing Van Kleiss' expression. He stepped forward only to have Biowulf and Skalamander bar his advance. Instantly they all hissed at one another.

Dexter didn't reply, but quickly adjusted the disruptor to maximum feedback before he hit the release on the biometric seal and pulled it off his arm.

"My answer," he said, holding it out.

A smile spread across Van Kleiss's face as he opened his hand to take the device. Before he could touch it, Dexter abruptly twisted and threw the disruptor at the vat of Fusion Matter. There was no impact - instead the two plasma fields connected, repelled each other, and then negated each other in a brilliant flash. The force field holding back the Fusion Matter vanished with a loud crackle of electric discharge and the smell of ozone filled the air.

"No!" cried Van Kleiss, realizing too late what Dexter intended.

Several things happened at once. The Fusion Matter, no longer restrained, began oozing out of the vat of its own accord in a mass like a gigantic green slug. Biowulf and Skalamander were thrown aside as the Fusion Dexter fought his way past them. It looked at what Dexter had done and laughed with maniacal glee.

_"Dexter!"_

Ben! He was here. Dexter fell back a few steps and searched desperately for his friend, but he could see nothing beyond his immediate surroundings. "Ben!" he screamed as more voices rose up.

"I told you!" hissed Van Kleiss, rounding on him in fury, reaching out. Dexter gasped and a strangled cry of pain was torn from his lips as Van Kleiss' mechanical arm snaked out across the distance between them and slammed into his chest. Metal fingers dug through his lab coat and into his skin, not allowing him to fall. Fire coursed through his veins as the nanites in his blood were activated.

A scream rang through the cavern, a scream that turned into a roar as in the blink of an eye and a surge of power Dexter, Boy Genius, was turned from human to EVO.


	37. dEVOtion

**Chapter Thirty-Seven: d**_**EVO**_**tion**

"And now we wait," grumbled Number Four. He crossed his arms and huffed, blowing his bangs away from his eyes for a moment.

Professor Utonium glanced down at the KND operative, then gave his attention back to the darkened old structure as friends and family and allies headed to into the depths to save his son. He ached to go with them, to follow them into that maw, but he knew he would only slow them down. His expertise in battle was of a completely different nature than the team descending to Gat. It hurt to be left behind, to have to be patient and bide his time. Years of practice with his girls had given him great self-control, but nothing could ease the pain of waiting.

"Don't get comfortable," Dearborn cautioned the blond when Wally plunked down on the ramp of the _Martian Maggot_. "Something tells me this won't take too long."

"God, I hope not," Utonium replied, unable to look away or keep the fear out of his voice.

**OoOoOoOoOoOoO**

_The carpeting muffled his steps as he climbed the stairs in search of his ward. Dinner was on the table and the girls were waiting and there was no sign of Dexter. Rigidly punctual, the redhead's absence at dinner (his favorite meal, since they ate together) was troubling. Kilroy Green had voiced concern over his student being unusually distracted these past few days, and the Professor had a sinking feeling he knew what was wrong. Since last autumn he had suspected Dexter was subject to fits of depression, and he had been watching the boy with great care. The physician in him was noting the symptoms, the father in him was doing everything he could to ease them, but there was no denying the evidence before him and it wasn't entirely unexpected. Despite the change in school and family and living arrangements, Dexter was severely depressed. From the look of things, Dexter didn't recognize the condition. Probably he was so used to it that he thought it was normal, and Utonium knew perfectly well his parents had not known their son well enough to see his state as anything other than moodiness, and ignored him._

_He knocked on the door to what used to be his study and was now Dexter's bedroom. Rather than move the floor-to-ceiling bookshelves out, with Dexter's approval the room remained a library and so each night the boy went to bed surrounded by his favorite things – the Utoniums and books. _

_Only now, that wasn't enough. He knocked again before opening the door just enough to peer inside. The room was dark, lit only by the reflection of the streetlights off the snow piled up outside._

"_Dexter?"_

_There was movement in the wingback chair by the window as Dexter stirred. Curled up, alone, and miserable, he had been staring out the window at the snow. The Professor crossed the room, pulling up the footrest that went with the chair to sit opposite his ward. He leaned his elbows on his knees and quietly asked, _

"_What's wrong?"_

_Like a frightened animal, Dexter barely glanced at him. "This isn't working, is it?"_

"_What's not?"_

"_Me being here. Being your ward. It's not working out."_

_While not exactly surprising, the statement nonetheless stung a little bit, but he knew it was the depression speaking. "Why not? What makes you say that?"_

_On the verge of tears, Dexter hoarsely said, "I don't fit in. I annoy the girls. I can't focus anymore. Nothing . . . is right."_

"_What's not right?"_

_"Me._ _I'm just no good at this."_

_Utonium reached for him, placing his hand on the boy's shoulder. "No good at what?"_

_He sniffed. "Being a good son. Or a brother. I'm wasting your time."_

_"I disagree." He let that sink in for a few moments before asking, _"_Do you think I'm a good father?"_

"_Yes," he said in a voice that cracked, then sniffed. _

_He handed over his handkerchief._ "_Well, it might surprise you to hear that I haven't always been. I wanted to be a father for a long time, but the reality of it came as a bit of a shock. I thought I'd be much better at it than I was, and I had a lot more to learn than I thought I did. I made a lot of mistakes. I wasn't always right or fair and there were times when I said things I still wish I could take back, but I'm getting better. What I'm saying is being a family is an acquired talent sometimes. Family grows and we all grow with it. It's only been three weeks. Give yourself time. You have to get used to living with us as much as we have to get used to you, but nothing says it can't be fun." He smiled. "I think you fit in very well, and don't worry. The girls have been annoying each other since I made them. It's a state of being for siblings. If you're not annoying the next person above or below you in line, there's something wrong. Eugene, Chuck and I still go at it hammer and tongs."_

_He leaned over a bit to look at Dexter's face, his heart breaking at the misery and anxiety he saw. "You're a good son and brother. I'm not just saying that. You showed from the start how much you care and how important family is to you. I don't know if you can see how important you are to this family." Swallowing, he asked a most difficult question. "Do you want to go back to your parents' house?"_

_Shocked at the suggestion, Dexter looked up. It was plain he realized only now the conclusions his guardian had drawn. "No!"_

"_Good, because I don't want to give you up. Ever." Gently he brushed Dexter's hair back from his eyes. "When you're in the lab and something doesn't work as expected, do you give up?"_

"_No."_

"_What do you do?"_

_His voice was a whisper. "Try something else."_

"_Exactly. You're trying very hard to fit in with us. Why don't you just be yourself and let _us_ fit in with _you_?"_

**OoOoOoOoOoOoO**

"Just got a call," said Dearborn, joining them at the bottom of the ramp. "That Providence strike team should be here in thirty or forty minutes."

"Good. Now I know this will probably shock you grown-up types, but I'm not too up on EVOs," stated Wally in a very business-like tone of voice, inviting no criticism. "But with those goons guarding the front door, you think Van Kleiss might try a reverse flush and come back up this way?"

Rolling his eyes at the colorful language and imagery, the security sergeant nonetheless gave the question the serious consideration that it deserved, knowing that despite his youth, Number Four was a trained professional. "Well, we have to assume Breach is with him, but we don't know the limits of her ability to transport people."

"But this is the only way in and out, right?" He looked to Utonium for confirmation.

"If he's there, the Ur-Dexter probably tunneled through rock like he did in Downtown," the Professor replied. "But Van Kleiss would have no way of knowing where that tunnel would lead to."

"So this is the likely escape route, right? For us and them."

"Right," both adults agreed.

"And since you just bought the place, Professor . . ."

Utonium finally looked away from Pernell's entrance. "Sergeant, trespassers are to be shot on sight."

The former Marine saluted sharply. "Sir, yes, sir!"

"Now you're talking my language," Wallabee Beetles muttered.

**OoOoOoOoOoOoO**

_"Dexter – what on earth? What happened?"_

_Scuffed up, mussed up, his cheek scraped, his lip a little swollen, his ward looked as if he'd been on the losing end of a fight or a bad tumble. His lab coat was dirty and covered with grass stains, one of the pockets torn, and his trousers were ruined. Despite all the damage, Dexter was extremely happy and smiling through the dirt._

_"I . . . saved a life," he finally replied._

_"Your own?" asked Utonium, trying to get over the shock and horror. He pulled Dexter into the kitchen to start cleaning him up._

_The redhead chuckled. "Not quite."_

_"What happened?"_

_"Well, you wanted me to get outside more, so I did and while I was out I ran into some boys - Blossom says one of them sounds like an old classmate, Mitch – and I stopped them from abusing a . . . a baby animal and so they beat me up instead."_

_Wet dishrag in hand, the Professor sighed. "Yeah, that sounds about Mitch's speed. Are you hurt?"_

_Dexter smiled, shaking his head as the Professor wiped away some dirt from his face. "Fourth grade was much worse."_

_He smiled gently, rather proud of the boy. "So you saved a life?"_

_"Yee-ah," Dexter said carefully, looking up at him. "And I was wondering if I might keep it as a pet."_

_"A pet?" echoed Utonium nervously. They'd had them in the past, especially with Bubbles' tendency to try to keep every animal she met, everything from whales to dogs to Beebo to a rather disastrous attempt with a Persian cat that had brainwashed him and almost caused his death. Since his chimp Jojo had absorbed a dose of Chemical X and turned into Mojo Jojo, Utonium's enthusiasm for animals in the house registered rather low. "We've . . . never had much luck with pets," he said, knowing he sounded lame. "The girls have a tendency to overfeed them."_

_"I would take care of him," promised Dexter._

_He hesitated. "I don't know, Dexter. Animals are a lot of responsibility."_

_The redhead blinked, and his disbelief was evident as he asked, "More than establishing DexLabs?"_

_"Touché," he ceded with a nod of his head. "So . . . who and what did you save?"_

_"Wait here." _

_He smiled as Dexter hurried to the back door. Despite the bumps and bruises, it was an excellent development that he had ventured outside on his own. Not only was he fighting his agoraphobia, but getting out and about would go far toward lifting the last remnants of his depression. A sigh escaped him at the tragedy of an eleven-year-old beset by such conditions, but he was happy beyond words that Dexter wasn't letting depression run his life._

_The girls had obviously been guarding whatever creature Dexter had rescued; he could hear them whispering. He knew what his decision would be already – there was no way he could refuse Dexter at this point, and he really didn't want to even though he had no desire to add a pet to the house. Provided it wasn't a –_

_Dexter returned with his gloved hands full of a tiny, fluffy, cream-colored _cat_. He held the bright-eyed kitten up for Utonium to see, and it mewed and purred in greeting. Dexter grinned.  
><em>

_"I thought I could call him Einstein."_

_Despite himself, Utonium backed away until his back hit the dishwasher, unable to hide his fear. His heart racing, he raised both hands up as if the kitten was a tiger about to pounce._

_"No," he breathed, shaking his head. "No!"_

_As if he had been slapped, the smile vanished from Dexter's face. Understanding brought crushing disappointment. For a long moment he stood in the kitchen, trying to master himself, trying to accept this unexpected rejection and not doing a very good job of either. Lowering his gaze, he cuddled the kitten close and turned away, going to break the news to his sisters and leaving Utonium with his fear and shame._

**OoOoOoOoOoOoO**

"Wally, do you still have some of those glo-stix that Dexter made for you?"

In response to a mission that had almost ended in disaster and a long and loud complaint from Number Four about the low quality of the glow sticks the KND had been issued, Dexter had quickly and quietly tackled the problem of chemiluminescence with his usual flare for the extreme. The resulting glo-stix not only lasted a good four hours, but each was about as bright as a nova. Wally had been the recipient of the first case of them, and the Professor knew that Dexter sent the KND operative another case every month without fail. It was Dexter's way of trying to show his gratitude for his father's life and put Number Four (or at least the contents of his pockets) in high demand for missions.

The Australian let out a little snort. "Do I? I don't go anywhere without some, Professor."

Utonium looked to Dearborn. "If Van Kleiss comes this way, we're going to need some light."

"From the sound of things, sir, he's not too fond of it. Let's see what we can do to make him feel unwelcome."

**OoOoOoOoOoOoO**

_"Professor? I'd like a word with you."_

_Blossom. He had expected nothing less than for her to come and argue Dexter's case to keep the cat. Right now he did not want a fight, but the cat could not stay. He simply couldn't bear the thought of one in the house again._

_Drawing a breath, he lowered the book he was pretending to read and faced her. By her stern expression and crossed arms he knew perfectly well that she was angry and he was in trouble with the children, but it wouldn't be the first time. "If this is about the cat-"_

_"It's a kitten, and no," was the uncharacteristic interruption. "This is about you being a hypocrite."_

_That surprised him, but before he could respond, Blossom said, "You are being a hypocrite, Patrick Lawrence, and we aren't going to stand for it."_

_Bubbles and Buttercup, equally fired up, entered the room behind their sister. Well, he'd told them they could come to him with any problem. Apparently he was the problem right now._

_"Well?" he asked reasonably, willing to listen._

_She had her argument ready. "You're the one that told Dexter he has to get outside more. You're the one that keeps telling him he needs to face the things that frighten him so that he'll see his fears are exaggerated. You're the one that recognized he suffers from depression and wants to help him through it. Professor! When has he ever asked you for anything? How come he's trying to get over his fears and you're not?"_

_He blinked, realizing the validity of her point. Blossom was warming up to the topic, and he let her have her say._

_"He went outside today. Alone. He was scared silly, but he did it because he wanted to make you happy. Then he came across Mitch and some bullies picking on a kitten. Not a cat, a kitten. A baby too small to run away or defend itself. He did what was right when he stopped them even though he knew he'd come out on the losing end. It took him half an hour to get the nerve even to pick the kitten up!" She was breathing heavily, her emotions rising. "He was so excited and pleased with himself today and then you just . . . just . . ." She shook her head in frustration, unable to find a word to describe his conduct, while behind her, Bubbles looked crushed and Buttercup glowered. Rallying herself, Blossom closed her argument. "How could you hurt him like that? You made Dexter cry. Good job, Dad."_

_"Yeah, great work," muttered Buttercup sarcastically.  
><em>

_He clasped his hands, pressing them to his mouth as he thought hard and fast. Her words stung, but Blossom spoke the truth. For a long moment Utonium considered her points, coming to a conclusion. He had behaved badly today. Very badly. He would not have tolerated such conduct from his children and bad as it was, he was infinitely grateful that they had not tolerated it from him._

_"Where's your brother now?" he asked._

_Blossom frowned. "On the back step. Trying to figure out what to do next."_

_He nodded, looking up at his daughters. "You're right. You're absolutely right. Thank you." He rose, straightening his lab coat, aware of the anxious eyes upon him. He knew he had disappointed them. He had disappointed himself, but he desperately hoped it wasn't too late to make amends. "Excuse me, girls. I need to go apologize to Dexter."_

_They watched him go, drawing together in a nervous little cluster as he passed. He glanced back, thinking how beautiful they were, and tried to smile. He wasn't sure he succeeded, because it occurred to him that by his conduct today, he had been little better than Dexter's own father, a man for whom he had almost no respect. It wasn't easy walking down the stairs and he had no idea of what he would find or say, but he knew he had to act now or all of Dexter's work, all of his work, all these promises of family and love and permanence would be undone._

_Dusk had fallen. Dexter sat on the back step, a cardboard box beside him where the cat – no, the kitten, Einstein – was curled up asleep on an old towel. Dexter didn't move as the Professor opened the door, and then came and sat down beside him. He drew a shuddering breath, his throat tight as he plucked up the courage to say,_

_"I'm sorry. I'm very sorry, Dexter. I reacted before, I didn't respond. I didn't give you a chance and I didn't follow my own advice. You were remarkably brave today and I was a coward. I'm sorry."_

_Dexter raised red-rimmed eyes, and the Professor knew he was emotionally spent. He felt the same, but he nonetheless wrapped an arm around the boy's bony shoulders. His voice was hushed, and he had to speak slowly to keep from breaking.  
><em>

_"I'd give anything to go back and do this afternoon over again. I honestly hope you can forgive me. I failed you completely today. I asked more of you than I was willing to give, and that's wrong. I can only promise to try harder. A lot harder."_

_Dexter pressed close, turning to grip the front of his lab coat. Grateful beyond measure for the familiar gesture, Utonium held him tightly, closing his eyes against his tears as Dexter gave in to his emotion. For a long time he just held him and was held in turn as the balance and understanding they knew and enjoyed was gradually restored. Finally Dexter drew away, looking exhausted but content. Utonium managed a small smile as he brushed the hair from Dexter's face, another familiar gesture they both valued deeply._

_"I've got one more thing to ask you to do," he said after a minute._

_Dexter looked curious. "What?"_

_He glanced down at the little ball of fluff asleep in the box and could not help but sigh. "Teach me how to like cats."_


	38. EVOlution

**Chapter Thirty-Eight: _EVO_lution**

"_Dexter!"_

Arms windmilling, Ben Tennyson skidded to a halt, his high-tops sliding on the gritty rock floor as beside him, Rex Salazar likewise paused to take in the situation. Gaping and horrified, Ben watched as his best friend changed from weird teenage boy to weirder EVO in a matter of seconds. Dexter's scream of pain grew in volume and deepened in tone until a savage roar echoed through the cavern. Before his eyes, Dexter erupted in size, his body swiftly elongating, his skin turning to glossy hide, his face and hands twisting and growing as he evolved? Devolved? Mutated? EVO-ed out? Until this moment, he'd never really given the impact of his own transformations via the Omnitrix a second thought since it happened so quickly, but it was pretty disturbing to see. For Ben, it was a matter of course. For someone else, especially his best friend, he could only stand and stare, forcing Rex to yank him out of the line of sight of their many enemies.

Van Kleiss released the Boy Genius, his face blazing with triumph as he regarded his work. Dexter looked like a gigantic cross between a fox and a some sort of prehistoric lizard, with scaly, reddish hide and a stiff ridge of bristles running down his back all the way down his –

"He has a tail," stated Ben blandly, trying to wrap his brain around this development. He glanced at Rex to assure himself this was really happening. "I . . . did not expect this."

The Latino shrugged, rolling with it. "Meh. Just one tail. Happens all the time in my line of work."

**OoOoOoOoOoOoO**

"What the – _Christ!"_

All those years on the _Seaview _encountering gigantic lobsters and plankton monsters the size of skyscrapers and crazed scientists galore should have prepared Charles Philip Morton for this moment. Perhaps because the victim was a child this time, but he fell back a step in shock as his boss went from short kid to scaly monster in less time than it took to comprehend what had happened. Fear seized him - not for Dexter, but for what this might do to his already fragile and distressed psyche. Calan caught up with Morton, keeping out of sight behind Van Kleiss' lab equipment even though the sergeant's shout most likely had betrayed their position. Gun at the ready, he craned for a look at the snarling beast that was Dexter.

"Eh, don't worry," he said reassuringly, brushing off this sudden development. "Same thing happened to me last July. He'll be fine. Heads up, Sarge. We got us some company."

Morton followed his gaze and his eyes narrowed dangerously as he spat, _"Breach."_

**OoOoOoOoOoOoO**

Large, clawed feet caught midway between paws and talons gouged the rock as Dexter tried to back away from Skalamander, but was stopped by the emptying vat of Fusion Matter. Long, pointed ears that ended in tufts of fur, an angular face and snout like a fox, needle-sharp teeth, and solid blue eyes were the most prominent features of this new order of being.

"Stop the others," Van Kleiss snapped to the Pack, and immediately the team of EVOs rushed to meet the invaders. "Attack!" he ordered his new slave, pointing at Ben and Rex.

There was a very undramatic pause in which absolutely nothing happened. Instead of going forth with tooth and claw, the newly-formed EVO drew back with a pathetic whine, crouching low. It took Ben a moment, but then he realized what was wrong as he recognized the fear he saw in Dexter's expression. He'd seen it before, more than once.

"He's blind. Rex, he's blind."

"Get me close and I can cure him," promised Rex.

**OoOoOoOoOoOoO**

"Oh, no! Six!"

Even as Holiday gasped and pointed, he knew instantly what had happened at the start of the roar. Six frowned. For Van Kleiss to resort to his ultimate weapon and turn the prize he'd fought so hard to obtain into a mindless EVO meant that he was backed into a corner. Certainly he wouldn't go through all the trouble of capturing Dexter for this to be his final intent, especially since Rex was the only one who could turn Dexter back and even that wasn't guaranteed. No. Van Kleiss was desperate.

And that was by no means a good thing.

He snatched Holiday back and away as Skalamander lumbered toward them on his four squat legs. Awkward as the EVO looked, both Providence agents knew Skalamander was a threat to be taken seriously.

"We have to buy the boys time," Holiday snapped, loosening the safety on her gun as several crystals shot by Skalamander smacked into the cabinet they crouched behind. "Let's go!"

**OoOoOoOoOoOoO**

Since no one was attacking them at the moment, Ben cautiously stood to get a better view of the situation. Still stuck on the Dexter-turned-EVO thing even though it was so one minute ago, he faintly asked, "Seriously?"

Rex grinned as Tennyson wasn't getting over his hard-core yawping, and raising his voice said, "S'what I do."

Ben10 drew a deep breath, revising the rescue plan and trying to figure a way to get Dexter away from his evil twin and the man that would sell him. The Ur-Dexter, standing not thirty feet from them, heard Rex's claim. It turned and stared at Providence's Secret Weapon with a fierce, assessing look in its glowing red eyes. "Do so," it hissed at Rex before shifting its gaze to Ben. Its expression changed and it smiled at Tennyson with something like a close imitation of warmth, so the look only sent chills shooting down the spines of both horrified teens. "Benjamin. We meet again," it said seductively in greeting. Ben could not stop a sound of revulsion from escaping his throat. God, what had this thing managed to do to Dexter in all these hours?

The ruler of Abysus had not been idle; he had released the experimental EVOs from their pens. Gunfire erupted as the rest of the rescue team suddenly had to deal with the Pack, Fusion Matter, Fusion EVOs, plus a few more EVOs as the last few samples of bugs and rodents were turned to monsters and sent to join the fray. Dexter, to Van Kleiss' obvious fury and disgust, would not move.

Laughter rang out as the Ur-Dexter, ignoring the Bedlam of bullets and Providence and EVOs, turned to Van Kleiss. Amusement vanished a moment later as Dexter, plainly terrified, tried to back away from Van Kleiss and the tumult but was blocked by the control panel for the now-empty vat. Given his size and strength he could have pushed it out of his way or destroyed the vat with ease, but such conduct was not in his nature and had not translated over to the EVO. Anger filled the Fusion's expression at this affront.

"You dare," said the small Fusion, its tone deep and threatening as it advanced on Van Kleiss and the foxlike EVO beside him. "He is _mine_."

The man smirked and gestured and the new EVOs - including the Fusion EVOs - moved in to attack the Ur-Dexter. For a moment it looked as if the mutated creatures might be enough to stop the Fusion, but the alien invader had other plans. It needed no grand gestures or commands to control itself, and all the Fusions save the first two Van Kleiss had made were part of it.

"I don't think so, Michael," said the Ur-Dexter as behind it, the Fusion EVOs that Van Kleiss had created attacked the EVOs, adding to the chaos. The monsters smashed equipment and each other, their howls and screams echoing through the cavern. One of the newly-minted EVOs, a grotesque centipede the size of a car, lunged at the copy of Dexter, burying its fangs into the Fusion's raised arm. Instantly the centipede turned dark green as the Fusion Infected it, and the Ur-Dexter smiled at Van Kleiss.

With a growl of anger, Van Kleiss turned to his best, only weapon against this thing: Dexter. Placing his hand upon the EVO, he focused his will and commanded the nanites in the boy to even greater extremes. Dexter grew larger and more lizard-like, curved horns bursting through his skull and a roar of pain revealing row upon row of pointed teeth. The stiff red bristles turned to spikes down his spine. He writhed to escape Van Kleiss' touch, and his long tail, spiked now, swept Michael aside and slammed him into the nearest computer bank.

**OoOoOoOoOoOoO**

"Can you fix _that_, too?"

_"No hay problema, amigo."_

"I'm gonna need something big," Ben decided, twisting the dial on the Omnitrix. _"Humungousaur!"_

"And I need some speed," announced Rex, creating the Rex Ride.

"Whatever you do, don't hurt him."

"Thought never entered my mi - _whoa!"_

A gigantic brown hand thrust him out of the way as the mass of Fusion Matter made a swipe to add Rex Salazar to the ranks of Fusions. The EVO form melted away as surprise overcame control, and it was his turn to gape at Ben. Humungousaur. The big, brown dino.

"Hey!" yelled the indignant Vaxasaurian, addressing the Ur-Dexter from on high. "You want Dexter cured, you keep your snot away from him!"

He broke off as Biowulf, heedless of the difference in their sizes, swung razor-sharp claws at Humungousaur's foot. Instantly the huge saurian tried to stomp on the EVO, making the ground shake with each try and adding his roar to the pandemonium.

"Keep 'em busy, Ben!" yelled Rex as if turning Biowulf into a pancake was a key component in this rescue plan. The Fusion Matter avoided him now, he noted, but he wasn't so foolish as to think that immunity would last a second beyond getting Dexter human again.

**OoOoOoOoOoOoO**

"Happy to see me?" taunted Breach, raising all four of her arms like some huge, threatening black widow.

"Yeah," snapped Morton. "I owe you something! Catch!"

He opened fire with his Null-Void, a rapid staccato of energy bolts hurling toward her. Breach swung her arms, opening a vortex that caught most of the shots, then she threw them right back at him, forcing the sergeant to run for cover behind some of Van Kleiss' equipment, but not before a few of the shots found their marks. A scream rang out, lost in the uproar, as Breach took a shot to the thigh. Without hesitation both Calan and Morton pressed their advantage, driving her back. Breach staggered, almost falling through a vortex she opened to escape. They dashed forward, gaining ground, when the Fusion centipede rounded the corner and shrieked at them. Its taste of the Ur-Dexter had made it doubly dangerous, and acid spewing from its mouth.

"Run!" screamed both men as the sprayed droplets sent acidic smoke rising up from everything they touched. The soldiers beat a hasty retreat, not so foolish as to confront the monster head on.

**OoOoOoOoOoOoO**

The noise clearly frightened and confused the creature. Allowing his recent creations free reign amidst the many factions, with Rex alone to be spared until his twin was restored, the Ur-Dexter approached the transformed Dexter. The EVO had a certain grace to his motions, and it was surprising that something so well equipped for combat would be so terrified, but the Fusion had heard Tennyson's statement that he was blind. Not quite able to comprehend the concept of bad vision (since, as a copy of Dexter, he could see perfectly well and what humans called his glasses were merely part of his being), he understood what blindness meant. But what did being turned into an EVO mean for Dexter?

The bared teeth held no fear for him, though Dexter recoiled from his extended hand. He could only attribute the reaction to a reduction in Dexter's intelligence and augmentation of his animal instincts. The beast was not without appeal, strong and lithe and with coloring similar to Dexter himself. Fascinating. He wondered how the form was determined and if Van Kleiss had any means of controlling the mutations he caused or if he was simply the catalyst and the nanites in Dexter's system responded to something in his make-up to create this creature.

He glanced back to see Tennyson trying to trample Biowulf and the other human, Rex, dodging one of the EVOs, his arm a ridiculously long sword with a saw blade at the end. Providence could change Dexter back, but it would be a shame to waste this opportunity or this oh-so-intriguing EVO . . .

**OoOoOoOoOoOoO**

Van Kleiss stirred, shaking his head as he recovered from being slammed aside by Dexter's spiked tail. A groan escaped him, lost in the din. He could hear shouts and gunfire and animal roars as he tried to regain control of his own person before he took on the situation. He had not anticipated Dexter releasing the Fusion Matter. It was a potentially costly mistake, but at least by turning Dexter into an EVO he had been nullified for the moment, or at least his intelligence.

An ear-splitting howl of terror almost deafened him, so close was he to Dexter when the boy turned EVO let loose. Dirt and dust were loosened from the roof at the scream, and there was a pause in the chaos as all eyes sought out the boy they all fought to keep. Staggering to his feet, Van Kleiss felt the nanites in his system hastily making repairs. He leaned against the empty vat, staring in open astonishment and hardly able to believe what he saw.

The copy of Dexter stood up to its knees in Fusion Matter as the green sludge oozed past the creature in a mass. Since it was part of it already, the stuff had no effect on the Fusion. Its purpose was evident almost immediately as it surrounded Dexter like a smelly green pool, and he realized the stuff was completely under the Fusion's command. Driven by base instinct, the EVO tried to back away from the moving blob, but there was nowhere for him to retreat as the Fusion Matter closed in on him. For a moment Van Kleiss thought the stuff would engulf Dexter, but the Fusion copy of the boy didn't have anything so crude in mind. Instead it simply forced the EVO to step on the green slime.

Instantly Dexter tried to bolt away, but was held in place by the Fusion Matter. A voice rang out in angry protest - the Tennyson boy, a desperate cry of _"No! No! Dexter!"_ - but it was too late. The fox-faced EVO panicked and struggled and drew its clawed foot out of the sludge. It was as if a green and black mirror image of the creature followed. As Van Kleiss stared, the mass of Fusion Matter condensed, taking Dexter's present form, creating a Fusion of the EVO he had made. The new Fusion was slightly larger than Dexter, with glowing yellow eyes and yellow teeth and none of the boy's fears. The Fusion Dexter smiled - a horrible sight - and reached its hand out to the green beast.

"Guard him," ordered the Fusion. It turned and spotted Van Kleiss. "I have a score to settle."


	39. rEVOked

**Chapter Thirty-Nine: r_EVO_ked**

"Master!"

Biowulf's shout of alarm rose up as a warning to the rest of the Pack that their leader was threatened. Busy evading the gigantic alien trying to stomp on him, the EVO could see a long, wicked-looking device forming in the Fusion's hand as it advanced on Van Kleiss. It seemed this creature could shape its own being much the way Rex could generate machines out of living flesh, and in moments it was grasping a long, stylized wrench that was clearly a weapon.

The distraction cost Biowulf. The Tennyson boy slapped him bodily aside, slamming him into the stone wall and holding him there with a huge, rough-skinned hand. The impact was staggering and Biowulf saw flashes of light. Was it gunfire or a concussion? The fight was three-sided, though Biowulf suspected the Fusion, small as it was, had them all outnumbered.

"If you're smart, you'll stay down," growled Ben10.

With a fierce growl Biowulf slashed his claws at the alien dinosaur's wrist, not about to listen. The steel blades barely scraped the tough hide, prompting Tennyson to smack him against the wall again hard enough that sight and sense started to fade. Distantly Biowulf heard the deep voice say, "Guess you're not smart," before he was released, dropping down into darkness.

**OoOoOoOoOoOoO**

Knowing that nothing short of killing him would keep Biowulf out of the fray for long and having no taste for such extremes, Ben stepped away from the unconscious EVO, twisting about to shout at his friend,

"Rex, get to Dexter! I'll take care of the Fusion."

"Which one?" returned Rex, keeping Fusions Monsters and EVOs alike at bay with a huge honkin' sword and the Mons Meg. Ben noted his friend wasn't a very good shot left-handed, but anyone was better than Ben and so long as he didn't hit anyone on their team that didn't much matter. Collateral damage was authorized. It sounded as if Six, Holiday, Calan and Morton were all holding their own pretty well, but that was hardly the same as making headway in this situation.

Ben glanced a little to the side, glad to see Van Kleiss and the Ur-Dexter squared off in their corner of Gat. They could keep one another busy for a while. Hopefully long enough for them to grab Dexter and scram. If they were really lucky neither would survive the match up, but that was asking for a lot. Right now, the only thing standing between them and Dexter was his vicious and scaly new Fusion mimic. Ben pointed.

"I got the kitty, you get Dex."

"Right behind ya, _hombre_."

He took a moment to consider the new Fusion EVO of his friend. Ben had no idea if Dexter retained any intelligence or sense of self as an EVO, but the Fusion copy didn't strike him as particularly smart or conscious of anything but the order the Ur-Dexter had given it. Too bad it wasn't blind as well . . .

The Fusion was, perhaps, a bit less than half of Humungousaur's present mass. Ben would have liked to push the Vaxasaurin to his maximum size and strength just for insurance purposes, but the cavern that was Gat would not support so huge a creature and he didn't want to press the Omnitrix too far since it had been in almost constant use for the past few hours. As it was, he knew he couldn't keep this up much longer. He had been going full-tilt for hours and he was tired and hungry and thirsty. The same had to be true of Rex and probably the rest of the team as well, because who could have possibly calmed down enough to take care of themselves after Breach made off with a huge chunk of Providence headquarters? Certainly not Chip Morton, and Six and Holiday had probably been frantic over Rex.

Teeth. Claws. Horns. Thagomizer on the tail. Since it was made with uber Fusion Matter, there was also a good chance that this kitty had some added features they didn't know about yet but would find out about at the worst possible moment. It was a given that it would be next to impossible to destroy. On the upside this wasn't Dexter in any way and therefore no care had to be taken to avoid hurting it, and it had no experience fighting.

All these thoughts raced through Ben's head as he rushed the Fusion. If he could just keep it busy long enough for Rex to cure Dexter, they could retreat and leave the Pack and the Ur-Dexter to sort out their own issues . . .

With a terrific roar the Fusion EVO rounded on Humungousaur. Ben seized it by the throat, forcing those long teeth and horns away even as he struggled to avoid the clawed feet. Small as it was in comparison to a Vaxasaurian, the Fusion was incredibly strong and almost succeeded in shaking off his grip. Ben dropped his weight straight down, dragging the creature with him and fighting to hold it in place. Unable to bite or gore him, the Fusion let out an ear-splitting wail of frustration that echoed off the walls and shook dust and grit from the ceiling.

"Shut it!" snapped Humungousaur, smashing the Fusion EVO to the ground. "Rex!"

Like a gigantic dragonfly, the Latino teen tried to dart forward with the Boogie Pack. "On it -whoa!"

Rex shot straight up toward the ceiling when Breach opened a rift right before him. The EVO girl's mad laugh reached Rex's ears and, reminiscent of the scene in Providence before they had been brought to Gat, shot into the vortex with the Mons Meg. He was supremely pleased when Breach's laugh turned into a bark of anger as her intent was foiled. Still, she kept Rex from reaching Dexter, and Ben was running out of energy in every way possible.

"Move it! I can't keep this up much longer! And - aww, man!"

**OoOoOoOoOoOoO**

Like the boy it resembled, the Fusion Dexter moved in on Van Kleiss with intent. Assured enough of its own invulnerability to ignore the battle going on around them, it formed a weapon from its own being. The oversized, stylized wrench was open mockery of Dexter's favorite tool, good as a club and to deliver a devastating electrical charge. Van Kleiss was slowly recovering his bearings as the Fusion advanced, and in a low, dangerous tone it swore,

"You will never touch him again."

"I don't have to; the damage is done," Van Kleiss snapped back, striking first with his mechanical arm.

The Fusion used the wrench to block the blow, stepping neatly aside and directing Van Kleiss' momentum downwards. "For now," said the green alien, swinging the wrench at his head.

Van Kleiss barely ducked the attack. Lashing out, he extended his mechanical arm to seize the Fusion and immediately tried to yank it off its feet, tugging hard and fully expecting to whip the Dexter mimic around like a toy as he had done to others in the past. His surprise was evident as nothing happened. Van Kleiss strained, but despite its small size the Fusion weighed far too much to be budged.

"You are very poorly prepared to face me," observed the Fusion, looking down at the bionic hand gripping his arm with amused interest. "Your arrogance is you undoing."

"Dexter's has already undone him, and I'm sure you'll follow in his footsteps!" Van Kleiss snapped. He focused, searching for any nanites in this thing's body. Something, anything to control.

The Fusion broke into a twisted smile as it recognized what he was trying to do. "Don't mistake me for anything human," it advised. In a swift gesture it caught Van Kleiss' wrist in the open hook of the wrench and forced his arm to the ground, driving the ends of the weapon into the earth and pinning the EVO. He could not pull back the limb, and he let forth with a scream of pain when the Fusion sent an electric shock through the battle wrench and up his arm. He stumbled forward as his mechanical arm retracted, throwing him to the dirt at the Fusion's feet. Through his mane of dark hair, Van Kleiss looked up at the Fusion, Dexter's warning echoing in his mind:

_He is a force to be reckoned with._

"To me!" Van Kleiss shouted. "Pack! To me! Now!"

Laughter rang out, a horrible, sadistic sound as the Fusion asked, "Do you really think they can stop me, Michael?"

He didn't. Not for a moment. But they might buy him the time he needed to escape.

**OoOoOoOoOoOoO**

He'd called it. Just at the worst possible time, the Omnitrix's battery finally gave up the ghost. Not that there was ever really a good time, but still. With a few flashes and a whine the device on Humungousaur's chest lost its glow and suddenly the ground - and some very sharp yellow teeth - were rushing into focus as Ben reverted to human. With a shout he tumbled to his hands and knees, helpless, unarmed, and just a few steps away from death. The Fusion EVO turned, a deep growl rising from its throat as it regarded Ben. Vicious yellow eyes narrowed and its huge, clawed feet scraped the stone and dirt as it advanced, closing the distance between them with its head lowered and teeth bared.

"Uh, some help here, guys! Guys? Rex? Rex!"

Providence's secret weapon was too busy trying to dodge Breach and all the dimensional rifts she was throwing his way to notice the giant dinosaur had vanished, replaced by a frantic teen. Crouched low beside the empty vat, Dexter responded as Ben cried out. A short, quiet yip escaped his throat as he seemed to identify some aspect of his best friend. His smell, perhaps, or his voice.

"Dex!" shouted Ben, praying there was enough of the nerd scientist left in that creature to respond. His voice rose up in panic as he backed away from the Fusion, edging toward the EVO in the hopes of being recognized. "Dexter!"

He ran, and Ben's only goal was to reach Dexter before the Fusion copy reached him. Fifty feet suddenly seemed like so many miles as he dashed across the cavern floor. He could hear the gigantic beast as it moved, smashing equipment with that monstrous tail and its iron-hard claws. It had no reason to be stealthy in this hunt and there was no way Ben was going to make it all the way to his friend.

"Dexter!"

The Fusion swiped, and suddenly Ben was slammed to the ground with enough force to knock the wind out of him and scraping his chin hard enough to make it bleed. A moment later crushing weight pressed down upon him as the copy of his friend caught him up in one of those too-big paws with claws and held him there as if trying to decide the best way to end his life. A rush of motion and a terrific shriek tore overhead and Ben was abruptly released as the Fusion was thrown aside. There was enough energy in the motion to flip him over and he gaped to see Dexter squared off against the Fusion, that spiked tail held high. The matching creatures bared their teeth and growled like two dogs fighting over a bone.

A bone that happened to be named Ben Tennyson.


	40. dEVOlution

**Chapter Forty: d_EVO_lution**

Confusion reigned all about him – bursts of light strong enough to penetrate even the mist drawn over his eyes; sharp, echoing sounds and strange smells beyond the accustomed scents of dirt and stale air. There was an acrid odor not far away that seemed to burn his nose and stirred old memories of pain and fear. By the sounds it made he knew it was equal to him in size. He could hear and feel the air moving about it as it chased something. Closer and fainter, he smelt something familiar. It was small and frightened but warm and _his_ and he instinctively trusted it because he knew it would do him no harm.

"Dexter!"

The sound meant nothing, but the smell of fear spiked and was almost overwhelmed by the acrid odor as the cold overtook the warmth. At the prospect of losing the only thing he recognized in this tempest, fury rose up in him, replacing dread and giving him the courage to act. He could not see what he faced, but he didn't need to. Despite the din of an ongoing battle, his hearing was acute enough to pick out the sound of his opponent's motions and the breaths of the warm thing. His roar was automatic, as was his attack and with all his might he swiped at the smelly beast with his tail. He felt the spikes sink deep into hard flesh, felt the shock of the blow all the way up his spine. It was enough to knock it aside and free the warm thing. Hissing and snarling, the cold one drew back as he advanced on it, intent on setting himself between the small warm thing and the creature that would take it from him.

Somehow his every movement seemed clumsy and unfamiliar. His feet were so huge, this body so powerful, but his senses were so in sync that his lack of true vision was no lack at all and the instinct to protect what was his drove his response. The smelly beast lashed out, trying to snatch the warm thing away, and he responded in turn, standing over the warm thing and raking his claws down the beast's foreleg before pinning it in place long enough to swipe at it with his horns. The stench grew worse as his weapons sliced through tough flesh, but the beast did not strike back. It only wanted to get to the warm thing, and that he would not allow.

**OoOoOoOoOoOoO**

So this was what it felt like to be rescued by some freaky, giant, alien creature that also happened to be his friend. Well at least now Ben could say with authority he knew what Dexter felt like every time he used the Omnitrix to save the Boy Genius' butt. It was pretty darned intimidating, all in all, and suddenly he didn't blame Dexter for the occasional screams and yelps that accompanied alien intervention. It was strange and difficult to lay low and let someone else do the hero-thing, but the Omnitrix didn't have enough juice to spit out a Nanomech right now. He was just so used to Dexter blazing away with all his fancy, space-age gadgets and weapons, but for the first time, Dexter _was_ the weapon.

Crouched low beneath the EVO's belly, Ben could feel the heat radiating off Dexter and a slow, deep, vibrating growl emanating from his throat. Huge, scaly feet with talons as long as his hand formed a protective barrier between him and both Fusion copies of Dexter, and that tail – or at least, that world-class Thagomizer at the end of it – was held high and ready to do some serious damage if anything or one was dumb enough to get in range. He glanced behind, but the wrecked vat and the tubes from the build-you-own-monster kit blocked the way and he doubted he could persuade Dexter to retreat. Glad beyond telling that his friend still recognized him, Ben edged forward, trying to get a view of the fight to see how their side was doing.

Biowulf seemed to be recovering, but only very slowly and he hadn't even tried to stand yet. Ben wished the headache he deserved on the werewolf. Rex had the misfortune to be up against Breach. It was obvious he was trying to break away and she simply wouldn't allow him a moment's respite. The Latino was holding his own, but she was relentless with making vortexes and snatching him back and forth and Ben knew his friend had to be tired. He could see Six and Holiday double-teaming Skalamandar, and even at a glance he could tell the doctor and the ninja worked very well together. Morton and Calan seemed to have picked the Fusion/EVO card, facing half a dozen of the monsters, their guns never stopping for a moment. By the looks of things their resident professional soldiers (sailor, whatever) were in the zone and completely focused on eradicating Fusions and EVOs alike.

The Ur-Dexter, meanwhile, was introducing Van Kleiss to a whole new level of hurt. Ben gaped, astonished, as Van Kleiss landed several blows that would have staggered an elephant but bothered the short Fusion not at all. Once upon a time Jetray had managed to hold his own against that thing, and Buttercup was the only person he knew that had managed to flatten the Ur-Dexter with one shot, but in the few months since that thing had tunneled into Dexter's laboratory something had changed about the Ur-Dexter. He was stronger and more intense. Ben hoped his rather disturbing interest in Dexter had waned, but in his heart he knew that was wistful thinking.

Happy that Van Kleiss was getting his tail handed to him, Ben took a quick moment to look up at his friend standing over him so protectively and keeping the Fusion kitty at bay. Reddish-orange hide, curved horns to rival Mr. Green's, fangs and talons and claws – the EVO would be totally cool if it wasn't his best friend. As if aware of his attention, the EVO angled his head down, not looking, since he was blind, but sensing Tennyson's interest. The large, wet nose sniffed at him, and despite the gravity of the situation Ben smiled at Dexter's curiosity. Reaching up, he put his hand on Dexter's neck. He was as warm as the Fusion had been cold, and Ben felt a soft sound like a thrumming little trill echo from Dexter's throat to his hand at the contact.

**OoOoOoOoOoOoO**

"Time to come up with something new, Breach!"

"Why should I when the old stuff works so well on you?" she mocked, smiled at his frustration.

He was thoroughly fed up with Breach and her antics. No less than four times she had swallowed him up in her vortexes and dumped him on the far side of the cavern. At least she wasn't tossing him into the Brazilian rainforest or leaving him to tour the bottom of the Marianas Trench, but his patience was long gone. Tired, hungry, dirty, Rex had been craving shrimp curry since the others arrived and he just really, really wanted to grab Dexter and get out of here. He'd had enough of Breach, the Pack, Gat, and Fusions for a day.

"Pack! To me!"

At Van Kleiss' S.O.S. he took advantage of Breach's split second of distraction and clocked her with one motor of the Boogie Pack. The EVO girl staggered, and then turned on him with a snarl.

"Tag, you're it!" called Salazar, darting at her from above.

He knew the sensation instantly – once again he'd been overtaken by one of her tears in space, sweeping up on him from behind. There was a moment where time seemed to stop, and then he was dropping straight down. Completely turned around, there was no time to recover as he crashed into something hard and tumbled to the ground, having been turned into an impromptu battering ram.

The Ur-Dexter, completely unaffected by the impact of a mechanized EVO being tossed at him from on high, slowly turned his head and regarded Rex with cool interest. Sprawled at the Fusion's feet, he had a close-up view of Dexter's copy and despite the fact that it was short and looked about twelve years old, it was possibly the freakiest, scariest thing he'd ever seen. He had to give it kudos, though, seeing as how it had Van Kleiss pinned. In its grip was a huge wrench that was hooked over Van Kleiss's mechanical arm and with one foot it was all but crushing the EVO's hand.

"Release me!" hissed the ruler of Abysus, trying in vain to struggle.

"Why haven't you cured Dexter yet?" it demanded, ignoring Van Kleiss. The Fusion's voice was deeper and harsher than Dexter's, but that accent was there in all its inexplicable glory.

"Been a bit busy, dude!" Rex snapped right back, retracting the Boogie Pack and scrambling to his feet. Later he would realize he was mouthing off to a creature that _actually had Van Kleiss pinned_ and was able to carry on an independent conversation at the same time. "I haven't been able to get past Brea-"

_"Bombs away!"_

He jumped back in shock as Bobo Haha suddenly dropped straight down from the ceiling, landing on the Fusion's head and shoulders. Immediately the chimp attacked, his hands and feet clawing and pummeling the petite Fusion as he shouted out a battle cry. He tried and failed to rip out hair, bite off glasses, and pull the creature off balance. Nothing worked. Bobo may as well have attacked a statue. Indeed, the only reaction his sneak attack generated was a very Dexter-esque frown of confusion. Grimacing, Rex felt a pang, knowing the Ur-Dexter just didn't get it and that Bobo didn't have a hope. Van Kleiss strained, trying to take advantage of the distraction, but could not budge the Fusion's hold.

"Never forget! Neve-"

"Bobo," Rex said, trying to get through to his friend when the Ur-Dexter leveled an impatient glare up at him, as if Rex was to blame for the interruption. The sheer strangeness of the situation struck him as he tried to stop Bobo from wasting any more time and energy trying to kill something that wasn't alive, especially since Biowulf and Breach were coming to Van Kleiss' defense. He shook his head and sighed. "Now's not a good time. I actually need him right now."

The monkey, who was trying to smother the Fusion with his stomach, stopped to gape at Rex. "Say what?"

Letting go of the funky wrench with one hand, the Ur-Dexter reached up and plucked the astonished Bobo off his head by the back hairs, ignoring Bobo's "Uh-oh" before flicking the monkey aside as casually as Rex would have brushed crumbs off his sleeve. The sheer strength of the Fusion was shown as the EVO was sent sailing (right at Morton and Calan, Rex noted), his howl drowned out in gunfire, and Van Kleiss' strength was evidenced at how quickly the Fusion returned his hand to his weapon. Sensing something big and hairy approaching, Rex whirled, landing a kick in Biowulf's belly. The EVO was clumsy, not even trying to block the shot. Ben must have messed him up but good if it was taking him this long to recover.

"I'll take care of the Pack," promised the Ur-Dexter with a smirk that did not bode well for Van Kleiss' henchmen. "You cure Dexter."

In a motion so fast as to be a blur, it released Van Kleiss, swinging the butt-end of the wrench into the man's jaw. Rex felt his teeth ache at the bone-crunching impact, but he knew that the EVO's nanites would eventually heal him. It probably knew that and just wanted to silence Van Kleiss for a few moments. That or it wanted the Pack completely riled. Still . . . ow.

"Go!" commanded the Fusion, entering into the fray as I-Bol came skittering up behind Biowulf.

Rex could hardly believe he was taking orders from a Fusion, but at the moment they shared a common goal. If shorty wanted the Pack, it was welcome to them. The only thing between him and Dexter was the Fusion EVO and –

Rex hesitated, realizing only now that there was no sign of Ben. Last he'd seen, Ben had been a two-story dinosaur wrestling with the cranky green Fusion kitty. Alarmed, he frantically searched for his friend, taking to the air with the Boogie Pack. Relief came when he caught a flash of bright green over by Dexter, and he realized that the EVO was practically standing on top of Ben to keep the Fusion from attacking. No quite sure why Ben just didn't go alien again, Rex cupped his hands around his mouth and hollered,

"Yo! Ben!"

Tennyson saw rather than heard him and desperately waved him down. The Fusion kitty let out a growl at the sight of Ben – apparently Rex and Dexter were the only ones exempt from the creature's wrath – but made no move toward him. For now.

"Time to drop in uninvited," muttered Rex, losing sight of Ben as he flew over Dexter. The spines down his back made for a challenging landing zone, but Rex didn't hesitate. Retracting the Boogie Pack, he dropped straight down and landed on the EVO's shoulder.

That was a mistake. He learned that instantly as Dexter bellowed in fear and surprise, twisting his body back and forth to dislodge Rex. He landed on a pile of rocks ten feet away and immediately the other teen was yelling at him from the safety of home base between Dexter's paws.

"He can't see you! Don't sneak up on him!" Ben chastised, trying to keep Dexter from going on a Rex-trampling spree. He was forced to stand, holding both hands against Dexter's chest.

"I'm trying to help!" shouted Rex, rolling aside as an EVO ant the size of a pony - having had enough of Calan, Morton, bullets, and Null-Voids - came looking for easier prey.

"Like he can tell that right now," was the sarcastic reply. "Get over here!"

He darted up, ran a few feet, and slid feet-first to where Ben waited. Finally offered a viable target, the Fusion beast let out a shrill howl went after the ant, ripping it to shreds in seconds. Dexter shifted nervously at the sound of a fight so near.

"Give me the gun, fix Dex," ordered Ben.

"Why aren't you out there kicking EVO butt?" demanded Rex, digging the fancy little Null-Void out of his pocket.

The Omnitrix was waved under his nose. "Dead battery."

"I know what that feels like. Cover us. This won't take long."

He reached out with his hands and his mind, letting the rest of the world fall away to nothingness. Dexter's hide was smooth and so warm that he could feel the heat through his gloves . . . feel a heartbeat . . . hear the blood rushing in his veins . . . hear a thousand points of stinging noise as the nanites in Dexter communicated and held this unnatural form . . .

Curing an EVO was like soothing a child that had woken up from a nightmare. Rex felt the agitation and strain upon Dexter's system and he did all he could to return him to a state of calmness. In his mind he called for quiet, gently shushing and easing the turmoil Van Kleiss had created as he told the tiny machines to shut down, to go back to sleep, to lay aside the forced mutation and return to normal. Glowing blue lines like wires on a circuit board spread out from his touch, engulfing and penetrating the foxlike creature to the very center of his being. He reached deep, and found what he was looking for:

Dexter.

_Don't be afraid. I've got you. I've got you. I won't let go. Trust me. Give me your hand . . ._


	41. Matters of Trust

**Chapter Forty-One: Matters of Trust  
><strong>

_He stood at her bedside, staring at her in a vain attempt to make DeeDee wake up and see him. He was afraid to admit he was afraid, especially when she wasn't, but hiding under her bed wasn't quite good enough to save him from the terror of a thunderstorm. How could she sleep when it sounded as if the whole world was being torn apart?_

"_DeeDee?" he whispered as he poked the pink coverlet, dislodging one of her countless stuffed animals. _

_A blinding flash warned him of the deafening rumble that must follow, and Dexter braced himself for the crackling boom. He understood the science behind the storm, but that did nothing to dispel this fear and when the thunder came he gave in to panic and shook her awake._

"_DeeDee!"_

_She stirred, blinking and sleepy, and smiled to see her little brother in his pajamas. "Hi, Dexter! Is it – oh!" An echo of thunder told her exactly what the problem was and a second glance at Dexter's wide eyes and pale face told her what she needed to do. She slid over on the bed, showering stuffed animals to the floor as she made room for him. "Come on. Give me your hand. I won't let anything hurt you."_

_With her help he scrambled onto the high, canopied bed and she covered him warmly, letting him snuggle next to her. She always let him hide here and was kind enough not to mention it to Mom in the morning. He felt her wrap a skinny arm around him and he curled up close, afraid no longer._

**OoOoOoOoOoOoO**

The EVO Fusion roared in anger that anything was interfering with the creature it was set to protect. Null-Void gun raised as he waited for a clear shot (he was under no illusion that he might actually hit the EVO squarely enough to do some damage), Ben took a few steps back from those sharp yellow teeth until he bumped into Rex.

"Dude, you think maybe you can speed up that mojo?"

**OoOoOoOoOoOoO**

_Tired and lonely and chilled through and through despite the Professor's bathrobe, Dexter curled up a bit tighter and tucked the soft fabric beneath his feet. He hissed faintly as he jostled the burn on his palm. He had almost gotten used to the aching discomfort. Staring at the discolored, oozing wound, he imagined he could still smell melting latex and burnt metal. He concluded that wearing gloves all day had not helped at all and neither had not bothering to clean it. Such conduct was very atypical for him, but he had been very upset this morning. He still was. _

_His thoughts were interrupted as the Professor arrived. In one hand he carried a tray with food on it and in the other he had his medical bag. He set both down and sat beside Dexter, opening the bag. Without a word he extended his hand in expectation and just as silently Dexter surrendered. A concerned look flitted across the Professor's face as he gently examined the second degree burn. He half-expected some type of reprimand or lecture and he waited in misery, not certain he could bear censure at this point, but Utonium offered no criticism. Instead he worked quickly and carefully to treat Dexter's hand. _

_Throughout the process his attention fell not what the Professor was doing, but instead he found himself gazing at the man's face, watching his expressions with great interest. So much of his character shone through as he tried to spare his patient as much pain as possible as he cleaned and dressed the nasty burn. Dexter could not remember a time when he had been the subject of such intense focus from an adult, at least in a positive way, and he could not help but match his concentration. Eventually the Professor noticed he had an audience of one. He paused in bandaging Dexter's hand long enough to give him a little smile of reassurance, his gray eyes bright with sympathy and understanding. _

_Suddenly the moment seemed worth any cost, any pain, anything to know this wonderful and intelligent man loved him. Too overwhelmed to speak, Dexter sat in awe, staring at him. He had never considered such a possibility before, but the Professor had proven to be as much a friend as a father. Better than a father, since his real father didn't understand him in any way . . . _

**OoOoOoOoOoOoO**

It was rare that he met with any sort of resistance when curing an EVO. Most EVOs – at least the animal ones – were frightened and wanted to return to whatever was normal for them, making his job simple. There were a few, however, that embraced the changes the nanites worked upon their bodies and minds and so fought any sort of change. Some, like Van Kleiss, had enough control over their nanites to stop Rex. Others were capable of physically dislodging him before he could affect a cure.

This was the first time, however, that an EVO had effectively hidden from him once he'd initiated contact. He'd never felt anything like it. Dexter was there, right before him, an image in his mind's eye made up of equal parts imagination and personality, but he was in possession of sufficient willpower to hold Rex at bay. It wasn't a question of fear (though there was plenty of that – Rex already knew that fear alone would not stop the redhead) or any desire to retain this EVO form, it was a matter of trust. Rex could understand. The kid had been put through hell today, and it was quite possible he didn't fully comprehend what Rex was capable of doing. Secret weapon was secret, after all.

_We came back. We won't leave you. We're here for you, Dex._

**OoOoOoOoOoOoO**

_He had no idea if this would work, and he would not have been in the least bit surprised if it didn't, but considering the alternative, the very final alternative, it was worth the risk. His really worry was for Ben. If he didn't make it, he hoped his . . . his friend wouldn't feel guilty or responsible for Dexter's choices. He had put Ben in a very difficult spot, not just literally but figuratively, but he thought he had enough of a grasp on the older teen's character to know the trust he was forced to offer was not misplaced. _

_He pulled the green jacket tight over his head, clasping his hands close against his chest as dark, leathery wings wrapped around them both and blocked out the sickly green light of the pen the Fusion Utonium had created. He could smell sweat and the spice of deodorant and a strange, powdery scent of the Necrofriggian that held him so tightly. Big Chill's touch was cool, like water. He closed his eyes, focusing his mind on getting out alive. How different this alien's touch was from his doppleganger's . . ._

_"Hold your breath!"_

_He filled his lungs, perhaps for the last time, his body tensing with strain and anticipation as Big Chill stepped forward and phased through dimensions. It was like being encased in ice. He could feel the heat leaching out of him, replaced by the cold of nothingness. Powerful hands pressed him closer, taking him deeper into the frozen void that was his only hope of survival. Dexter's last conscious thought as they hit the wall of energy was how very pleased his father would be to learn that here in the midst of more excitement than he ever wanted to handle, he had somehow managed to gain a new friend._

**OoOoOoOoOoOoO**

"Haha, what are you doing?"

Bobo looked up from the small explosive charge he was setting to grin at Morton. "World's. Biggest. Flyswatter."

"Are you out of your -"

The sergeant paused, then shut up as he surveyed the field. Between them, he and Calan had eliminated five of the Fusion/EVO hybrids and another two garden variety EVOs (literally - why would Van Kleiss make EVOs out of slugs?) while Six and Holiday had accounted for four more. Rex was with Dexter and Ben was covering them and god almighty, he needed to teach that kid how to shoot straight. If they could bring the house down as they left, they might just make it out of here alive and the opposition might not make it out at all. He pointed at the EVO chimp.

"No detonating 'til we're halfway up the shaft at least. Make sure the roof over those tubes come down hard."

Bobo, who knew Morton would see things his ways, nodded his agreement. "You got it, Chief."

**OoOoOoOoOoOoO**

_"So who is this Rex? Is it the same kid that was on _Ultimate Exposure?"

_He tried not to sound threatened but it wasn't very convincing. Standing tall beside him, Ben grinned and laughed at the mention of the hokey television show._

_"You saw that?"_

_"About three minutes of it. I couldn't take more. I was actually sympathetic towards Providence."_

_"I'm surprised you survived that long. It was a love-fest all about his partner, Six, really, and it was really shallow. I mean, even Will Harangue gets more in-depth than that Farah chick, and he just wants to tar and feather me."_

_"But you know Rex?"_

_"A little. I met him twice in the field. He's good people for a guy that makes machines out of his own body. A little weird, but good."_

_"Said the guy that's turned into alien beings since he was ten."_

_"Said the Boy Genius that ended up as his sister back in third grade."_

_"Oh, shut up," said Dexter, "and it was second grade." He was smiling and trying not to laugh. He was reassured by the teasing, and let his anxiety fade. It was childish, he knew, but he was reluctant to share Ben. He had so few friends and he cherished them._ _Recluse that he was, he had to get over this reaction when the people around him, not so hampered by social phobias, dared to venture forth and meet other denizens of the planet._

_Ben reached down and hauled Dexter to his feet, retaining his grip a bit longer than necessary as if to assure Dexter that their friendship was in no way threatened. Smiling, he looked around, asking,_

_"Think we should head back?"_

_Dexter took in the stunning view of Townsville at night from where they stood atop the highest skyscraper in the city. "That would be best. Before Dad sends the girls to haul us in. He's going to kill me."_

_Devoid of guilt for having gotten his friend out of the house and lab for an hour, Ben grinned and shook his head. "Naa. It's me he wants to kill. He needs you alive."_

**OoOoOoOoOoOoO**

It was a matter of seconds, but at moments like this, every second mattered. Rex was only partially aware of the battle, of Ben letting out a shout as he struggled to keep the second copy of Dexter from catching him up in those huge jaws.

_Dex! It's me! Rex!_

He focused his thoughts, trying to get past the walls Dexter had built around himself. What could he say to get through? What did Dexter trust?

"Does this always take you so long?"

Tennyson's desperate, high-pitched cry was exactly what he needed.

Ben. Dexter trusted Ben. Rex thought back, remembering Dexter's obedience and Ben's devotion, drawing the memory of a friendship observed to the forefront of his mind, forcing Dexter to listen to someone he trusted completely.

_Keep him safe. Get him out if you can. Go! Take him and go!_

"Dexter . . ."_  
><em>

_Trust Ben. He trusts me. I can help you. Let me help you. Please.  
><em>

Suddenly it was the same as when Breach had unleashed a waterfall upon them. Rex was pummeled from all sides, only instead of icy cold water, he was hit by a waves of emotion. All the terror Dexter had suppressed and controlled was waiting for him beyond the barrier. Fears and pains both old and new threatened to overwhelm him. There was too much to absorb or understand and he didn't have time to try. A cry echoed in his mind, the cry of a terrified child living a nightmare:

_You left me._

Yes. He had. He had left Dexter. The guilt was immense. But he had not left willingly. He had been snatched away. If nothing else, he could understand and appreciate the trauma of being abandoned.

_I did,_ he admitted, still reaching out and determined to win. _But I came back for you.  
><em>

At that honest confession, all of Dexter's resistance vanished as if it had never been.

**OoOoOoOoOoOoO_  
><em>**

The Fusion EVO let out a thunderous roar, diverted for a moment from Ben (who was desperately trying to avoid finding out if this thing could eat people and glancing at the Omnitrix every other second to see if the battery had recovered at all) to its living, breathing copy. Ben dared a quick look back and caught a fleeting glimpse of a blue-white glow spreading from Rex's hands across Dexter's flanks. Already his friend was shrinking in size. He was about to let out a whoop, but his celebration turned into a shout of fear as the backup Fusion Dexter brought his tail around and tried to Thagomize Ben10 into oblivion. The spikes at the end of that huge tail smashed down where Ben had been standing, shattering rock and getting partially buried in the floor of the cavern. Stuck, the Fusion fought to pull itself free and Ben saw his chance.

"Ha!" shouted Tennyson in delight, opening fire at almost point-blank range with the Mons Meg. "Not even I can miss!"

"Ben!" shouted Rex. "Get over here!"

Disappointed, Ben left the furious green kitty to its struggles and fell back, firing a last shot that went completely wide and by lucky chance hit Skalamandar. Giving up, he was just in time to see the last few seconds of transformation as Dexter was turned from mutant to human once again. Not having any idea of what to expect, he couldn't help but grin as Dexter, exhausted and bedraggled as never before, looked around in shock. Ben could tell the younger teen couldn't see a thing and that he was completely helpless. His mouth moved as if he was trying to say something, but no sound came out. Ben was about to speak when Dexter took one wavering step and then collapsed into Rex's waiting hands.


	42. Marching Orders

**Chapter Forty-Two: Marching Orders**

Fools. Fools. All of them, fools. Was Dexter the only being of sense in this world? He was the only one to afford him the respect his intelligence and strength deserved. Van Kleiss was learning a bitter lesson, as were his slaves. Those other humans, the ones from Providence and elsewhere were at least wise enough not to face him directly. The one called Rex was useful and seemed assured of his ability to undo Van Kleiss' handiwork. If it turned out that Dexter was trapped in this EVO form, Van Kleiss would die. He was content to have a Fusion copy of the EVO as a pet, but he required _his _Dexter back. Nothing less would do.

The Fusion Dexter glanced toward Van Kleiss, on his knees off to the side where he'd landed and cradling his broken jaw with both hands. Already he was recovering, but it was nice to have shut him up for a moment or two. Pleased to see what the humans called blood on the EVO's face, the Ur-Dexter checked the end of the wrench. To his satisfaction, there was a smear of red on the hard surface. Excellent. He focused on the new sample, drawing it into his own matter to contain and isolate it until it could be of use to him. Let Fuse get his own DNA samples if he wanted more Fusions to command.

"Dude, you think maybe you can speed up that mojo?"

Benjamin. Sweet Benjamin. Where were his aliens? His voice was close to panic as the Fusion EVO tried to obey its orders and protect Dexter. Knowing perfectly well that Tennyson was no threat to Dexter – indeed, he was singularly devoted to him - the Ur-Dexter did not bother to call off the beast. They would steal his hard-earned prize from him, and having gained Dexter for his own he had no intention of losing him. He would enjoy fighting Tennyson again if the opportunity presented itself. Dexter's admiration for the young man and his fascination with the Omnitrix had translated to the first Fusion copy that had been made. Those stolen feelings had been focused and concentrated more and more as the Fusion Dexters were remade time and again until now, in the Ur-Dexter, admiration and fascination had turned to lust not unlike what he felt for Dexter.

He had already adapted this body to match Dexter's exactly. That kiss – and at the thought of that forced contact he smiled in smug satisfaction as he remembered the taste and smell and feel of Dexter – had served more purpose than simply imposing his will on his human double. The rough caress had provided him with fresh DNA, allowing him to renew his form. The differences were subtle and when he had the time for contemplation, he would consider them and how best to use them. He did make certain that he was slightly taller again, a small point but one that pricked his ego.

True to their name, the Pack attacked him in a coordinated group, each member playing up to their particular skills and forcing him to abandon his reflections on Dexter and focus on the conflict. The green one was stupid and heavy, the hairy one was going to die for harming Dexter, and the female was arrogant. I-bol he dismissed completely after one crack with the oversized wrench knocked it flat, its short legs flailing for purchase on the rough ground.

The rest of them formed a ring around him, Biowulf placing himself between the Fusion and Van Kleiss. Without the least hesitation he laid into them, not waiting for them to start the fight but bringing the battle to them. Like the boy he resembled, he attacked logically, and what he lacked in experience he more than made up in intelligence and sheer, overpowering strength. A few moments of observation and he pinpointed their weaknesses. There were few enough of those, and they weren't easily exploited, but then he had few weaknesses of his own.

He looked down at his body as Skalamander peppered him with crystal shards, produced from the EVO's own arm. Fascinating as it was (it would be interesting and possibly useful to figure out how the EVO's body generated such large crystals so rapidly), the effort was ultimately useless. Fusions were not anything alive, at least not alive in the sense that conventional weapons or methods could kill them, and he was not like any other Fusion. The only things in here that might do him harm were the Null-Void guns, and he had seen to it that both weapons were tied up defending against his new pet and the lesser Fusions.

Yanking one of the crystals out of his midsection, the Ur-Dexter gave a little shake and the remaining projectiles rained down to the ground, leaving him unharmed. He slid the chunk of Skalamander into his pocket, curious to see if it somehow contained DNA, and stepped in to meet Biowulf's foot-long talons. He blocked the EVO's first strike with the wrench and took a heavy blow to his side as Biowulf ran him through. He smiled as he recognized shock in the EVO's expression when he remained upright, and shock turned to fury when his body reformed around the blades and trapped Biowulf. Unable to pull his hand free, the EVO was impossible to miss and the Fusion laid into him with the wrench. He twisted, yanking Biowulf before him as a shield when Skalamander shot another salvo of crystals. A few hit Biowulf, and his howl of pain brought a gleam of pleasure to the Fusion's red eyes.

"Just the start of what I owe you for hurting him," gloated the Ur-Dexter, jamming the open end of his wrench into Biowulf's throat to force his head far back and choke him.

Abruptly the EVO vanished in a swirl of dark color, leaving the ends of the long metal talons embedded in his side and causing him to stagger a few steps. Realizing what had happened, he righted himself and looked down. Like the crystal, like Van Kleiss' blood, the weapons interested him, both Biowulf's and Breach's. He pulled one of the blades out of his chest while letting the others drop to the ground. Another prize for his collection. Didn't they realize they were doing themselves in?

Biowulf appeared at Van Kleiss' side, stepping through the dimensional rifts created by Breach. Despite the fact that he had received a score of terrific blows from the Ur-Dexter, he ignored his own wounds in light of his master's and bent to help Van Kleiss. That Van Kleiss accepted Biowulf's aid spoke volumes, and a wicked smile spread across the Ur-Dexter's face at the sight of his opponent laid so low. He paused in anticipation at the sound of a low, slow, sadistic laugh that was barely audible over the din of fighting and the roars of the aggravated Fusion EVO. Breach. It would be interesting to see what she would try to do to him . . . and what he could do to her in return . . .

He whirled around and deliberately lunged forward into the vortex Breach cast behind him. Thanks to Dexter, he knew all about her abilities, and it was time to test her to the limit.

**OoOoOoOoOoOoO**

"Dex? Wait! No! Don't pass out on me!"

His voice rising up in something akin to a squeak, Rex knelt on the ground, Dexter mostly in his lap in an untidy sprawl. The redhead was limp and terribly pale, and Rex, knowing perfectly well that his usefulness to the Ur-Dexter was up now that Dexter was short and walked upright again, was desperate to be gone. Dexter's shock – while well earned – would have to wait.

Suddenly Ben was kneeling opposite him, Null-Void in hand as he steadied Dexter's head and made the younger boy face him. Though not unconscious, Dexter was clearly very close to it and he stared at Ben with half-closed, unfocused eyes. Ben raised his voice and said in stern tones,

"Dexter! Your dad told you to do what I said, so listen up, kiddo! You are not allowed to pass out. Got it? We need to get out of here and you need to keep conscious. You need to hold on to Rex. He's going to fly you out of here right now," he said, addressing his last sentence to the Latino. He looked back at Dexter, realized that in his alarm he was smushing his friend's face, and released him.

"Ben?" slurred Dexter, stirring obediently. He blinked, trying to see the older teen.

"Yeah, buddy. Can you hang on for me?"

He nodded weakly and tried to get to his feet. Ben helped both of them to stand. A low, deep growl made the very air around them vibrate, and before they could stop him, Dexter looked over at the Fusion EVO copy of his former self. It was so big and close that even without his glasses, Dexter could appreciate some of the finer details of fangs and horns and glowing eyes. His jaw dropped at the sight and Ben wisely darted to the other side of Rex and Dexter, putting them between him and the kitty that still wanted to make a snack out of him. Dexter gaped in speechless horror at so many yellow teeth looming over them.

"Don't worry about that," Ben said, dismissing a ton or more of angry, super-charged Fusion matter practically breathing down their necks. "It won't hurt you." He glanced desperately at the Omnitrix and broke into a bit of a smile to see it glowing green again. "Ha! Finally!"

"Ben, look!"

Rex supported Dexter with one hand and pointed over where the Ur-Dexter was fighting with Breach. The pack was in bad shape. Skalamander was only now recovering from being shot by Ben. Van Kleiss was being supported by Biowulf as they limped away. Strangely, the man's attention was not on the immediate threat of the Fusion, but rather he was looking toward the tunnel leading to the main shaft, grimacing with strain.

Rex understood what he was seeing even though his companions didn't. "They're pulling back. He's calling that EVO by the shaft. We gotta get."

Before they could look away, the Ur-Dexter suddenly twisted about and all but leaped into a vortex Breach threw his way. Such deliberate action from the likes of that little freak could not be good, but this was their chance. Ben swept Dexter off his feet and dumped the boy into Rex's arms.

"Go! Go! Get the others! I'm right behind you!"

Clutching Dexter close and tight to his chest, Rex activated the Boogie Pack and flew straight up and out of range of the Fusion kitty. With an angry hiss the beast raised its head to follow them, and in those seconds, Ben10 transformed into Jetray. By the time the Fusion EVO looked for its intended prey, Ben was gone, leaving nothing but confusion in his wake.

**OoOoOoOoOoOoO**

_"-ot him! Six, do you copy? I got him."_

Rex's voice was breathless and excited, and Six felt a glow of pride for his protégé. Immediately he looked to Holiday.

"Fall back. Rex has Dexter. I'll call Calan."

She gave a happy little gasp, throwing him a swift smile without ever slowing down firing at the last few EVOs threatening them. At Six's signal the doctor broke off the fight and ran back toward the generators, their designated rendezvous. With a final swipe of his swords he dispatched the EVO set against them and raced to catch up with her, calling into his comm unit.

"Fall back! All units!"

After the echo of guns and monsters for so long, the abrupt quiet was positively unnerving. Most of Gat had been wrecked in the fight and there was very little light left. Rex's Boogie Pack glowed with comforting familiarity as he set down next to Holiday. She tried to get a look at Dexter, but the boy had a death grip on Rex and would not move. The rest of the team came charging up while Tennyson, presently some sort of flying manta ray, hovered overhead.

"Dexter!" Morton bent close to see his employer, and at the familiar voice Dexter stirred and looked at him. The sergeant gave him a quick once-over. Six could see the fatigue and burnt-out fear in Dexter's face, and Chip just pushed the boy's head back down where it had been in a gentle, familiar gesture. "Stay put, Boss." He looked at Six, who stood with his back to the tunnel, and started to speak. "We- what the- ? Move it, people!"

Alerted by Morton's expression, Six was already moving, pulling Holiday with him. They scattered as the gigantic EVO that had been waiting by the main shaft slowly squeezed through the tunnel and entered the cavern. It was so long it seemed to take forever to pass by, and it left yard-long hairs clinging to the wooden beams supporting the entrance as it strained to get past. The old posts creaked and cracked in protest. The EVO paid them no heed, but walked slowly past on its six legs, making its way to where Biowulf limped alongside Van Kleiss.

"Let's go," barked Morton. "Tennyson!"

"I can take the lightest two," Ben said in a raspy voice, sizing up the adults from overhead. "Six, Doc, with me. Rex, you got the res-"

A mighty roar shook the cavern, raining down dirt and rocks as the Fusion EVO, deprived of prey and orders, tried to find its master. Equipment and debris was swept out of its way or crushed as it stormed about. It spotted Van Kleiss' transport beast and bellowed out a challenge. The EVO, while larger, was not nearly as aggressive or equipped for battle as the glowing green Fusion and it hissed in frightened response.

Suddenly a vortex opened between the two creatures and Breach, battered, bleeding, and unconscious was hurled through the opening. She sprawled on the ground like a pale, grotesque insect as the Ur-Dexter strode back into Gat. Red eyes focused on Van Kleiss with smug contempt as the Ur-Dexter reached up and silenced the Fusion beast with a touch that was almost affectionate.

Six saw their chance. "Morton, Calan, with Rex." He looked at Bobo, not wanting to burden Rex too heavily, but like Dexter the chimp's weight was negligible and the flight to the mine entrance was not very long. Without a word the EVO scrambled onto the teen's shoulders. The security sergeant took a deep breath, about to protest, and then grit his teeth resolutely and followed Calan's example of holding on to a wing of the Boogie Pack close to Rex. Six remembered him mentioning Dexter's fear of talking animals, but hopefully Morton's presence would be enough to keep the boy calm if he noticed Bobo.

"Gotcha!" said Ben10, landing a clawed foot on Six's shoulder. Holiday was likewise seized and they were bumped together as Jetray lifted them. Happy to compromise on their position, Holiday wrapped her arm around Six, her face close to his. In the half-light of dying Gat she gave him a look and a smile that made him wonder why he had ever doubted, and then she pulled her night-vision goggles back into place just before Ben flew into the tunnel. The darkness was complete, as was his satisfaction, and he slid his arm around her slim waist and held her just as tightly as she held him.


	43. Choose Your Battles Wisely

**Chapter Forty-Three: Choose Your Battles Wisely  
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Staring down at Breach's limp form, the Ur-Dexter prodded her with the battle wrench. She gave no response whatsoever, and it smirked, well pleased with itself. Still smiling, it looked up at Van Kleiss as the large Fusion EVO sniffed the girl disapprovingly before raising its head to glower at him. Strangely, Van Kleiss could see a resemblance between the copy of the boy and the copy of the EVO, though perhaps it was just their intolerably smug expressions.

"It seems her ability doesn't mix well with massive electrical discharges," the Fusion announced. "If she's wise, she won't cross me again. I doubt she'd survive."

How had it known the limits of Breach's talent? It had deliberately gone for her, knowing what it could and would do. Had it somehow learned how to attack from Dexter?

_. . . he _is_ me, Michael . . ._

Of course. Dexter. Always Dexter. Too smart for anyone's good Dexter. He was learning how to despise that child . . . or at least this perverse copy of him. Strange how one version was so appealing and the other so repulsive. Perhaps it was the difference between human and alien, but more likely a question of how much control he could wield over the child versus his doppleganger. Not that either Dexter would be controlled . . .

The enormity of Van Kleiss' folly struck him as he stared at the hateful little Fusion Dexter. Nothing had turned out to be what if first seemed this day, and he knew there was no chance of salvaging anything of this situation. He would even need a fresh infusion of nanites to fully heal, and therefore he had to return to Abysus immediately. Gat was a complete loss, as was his hope of possessing Dexter. Even escape was questionable right now since Breach was incapacitated.

Eyes narrowing sharply, he mentally debated his next action when suddenly powerful arms seized him around the waist. Biowulf forced him onto the carrier EVO's back, braving the Fusion creature's claws and teeth.

"Run, Master!" ordered Biowulf. "Skalamander and I will buy you time. Flee!"

A poor choice of words, but accurate. Biowulf had just betrayed to all exactly how desperate their situation really was. Then again, anyone with eyes could see that just by looking.

Without a word or a glance back, he commanded the beast to turn and make for the shaft as quickly as it could, leaving his minions to put up a rearguard defense. The Fusion EVO was fortunately more interested in protecting its creator than stopping him and so stood its ground, which was just as well because he doubted he would have been able to defend against it if it attacked. Let the Pack deal with the Fusion Dexter. He glared as I-Bol climbed onto the carrier's back along with him, the coward. Not that he was particularly useful in a fight, but he was abandoning his peers. A moment later Van Kleiss ducked down as the EVO squeezed through the entrance and I-Bol, not so wise, was knocked off with a strangely satisfying splat.

Voices. Rex and the others. They were in front of him in the tunnel. He urged the carrier beast to move faster, knowing what it was capable of doing.

Perhaps his loss would not be quite so complete after all . . .

**OoOoOoOoOoOoO**

It was dark, terribly dark. Dexter didn't need to open his eyes to sense that. It pressed in around him like a cold, living thing, moving shifting, hungry, oppressive. With strength born of desperation he clung to Rex like a lifeline, as he had clung to him before. Strong hands gripped him tightly, holding him close, and instinct told Dexter that nothing would happen to him here. All he had to do was hold on long enough and he would be free.

They were talking, calling out warnings to one another and reassuring themselves that everyone was well and alive. Chip's voice was close by, and Dexter was grateful for the occasional words of comfort thrown his way.

"We're getting you out, sir. Just stay right where you are."

"And let me do the flying," finished Rex with grim humor.

He wanted to respond with something witty, but words failed him. His feelings were so raw and his memories of the past few hours overwhelmed any sense of relief he felt at being removed from Gat. Exhaustion dragged him down, and he wondered how Rex and Ben were able to keep going. He had no idea where Breach had cast them, nor yet Agent Six and Morton, but he knew she would not have made anything easy on them. Still, they had made it back. They were here to rescue him. He was not to be a slave or a plaything. He had not been dragged down into despair. Pressed close to Rex's jacket, he could smell salt. His weary mind wandered to possible explanations as he tried to focus on anything but the near-total darkness.

"Something's behind us," grumbled a rough voice that Dexter didn't recognize.

"Van Crazy's transport EVO," Rex replied, urgency in his tone. "That dino-sloth."

"Hey, blondie, you want me to lower the boom on 'em?"

"We're too close," Morton snapped. "I told you, Haha, not until we're at leas- _aaaagh!"_

**OoOoOoOoOoOoO**

The sergeant's voice rose up in a startled shout and suddenly Rex was struggling to stay airborne, thrown off balance as Morton was yanked off the wing of the Boogie Pack. Capt. Calan gave an indignant bark of "Oh, no you _don't!"_ and a moment later he let go and dropped to the ground. Clutching Dexter close to his chest, Rex whipped around, landing and hollering for the others.

"Ben! Six! We got –"

"Stay with him!" hissed Jetray, depositing Holiday next to Rex. He darted past so quickly that the doctor spilled to her hands and knees and a swirl of dust and dirt followed in the Aerophibian's wake. Blazing white laser fire erupted back down the tunnel as Morton took great offense at having been licked off his ticket out of Gat and opened up with his Null-Void rifle.

The flashes of energy were almost blinding-bright and they illuminated the scene in a weird, disjointed sort of way, giving Rex and Holiday fleeting glimpses of the action that was punctuated by darkness and shouting voices. They caught sight of Van Kleiss riding the EVO and Morton being dangled upside down, the creature's long, blue tongue wrapped around his leg. The sergeant was having none of that, however, and was blazing away at it with his gun. A moment later Jetray added his own laser-eyed attack, illuminating the tunnel with yellow light and sending up a stench of burned hair. The EVO roared in pain, trying to angle away from the attack and whipping Morton about like a toy.

"What I'd give for some popcorn," Bobo said in appreciation of the entertainment, earning himself some hearty glares from Rex and Holiday that had absolutely no effect on him. "C'mon, Green Bean! End this! I wanna blow this popsicle stand!"

A flash of silver blades caught their eyes, and suddenly the fight was over as Six sliced through the long and sticky tongue. Morton hit the ground and Calan helped to free him of the slimy blue mass. The EVO howled in pain, slurping the remains of its tongue back into its mouth like a noodle. Already it was healing and adapting to the loss and seemingly determined to deafen them all. Darkness returned, and with it the rest of their companions.

Battered, bruised, and spattered with EVO spit, Morton limped between Six and Calan, leaning heavily on both men as Ben covered their rear. Faintly they heard the roar of the Fusion EVO still in the cavern behind them as it faced the Pack. Both forces were still very viable threats.

"We need to get out of here _now_," Six stated.

Suddenly Morton gasped and let out a sharp cry of pain, doubling over and clawing at his leg. Rex set Dexter on his feet, keeping one arm close around the younger boy as he turned his free hand into a Funchuck. In the faint, bluish light they could see wisps of smoke rising up around Chip as the EVO's acidic saliva ate through his uniform and Kevlar body armor, burning clear through to his skin. From his ankle to just above his knee his trousers and boot were in tatters, his leg showing red underneath, oozing and bleeding in spots and slowly spreading. Another sound of pain escaped Chip as he struggled to keep from writhing.

"Set him down," ordered Holiday, bending to examine Morton's leg. "Captain, hold him."

Calan bodily restrained Morton, holding him down as Holiday used a knife to cut as much of the affected fabric away as she could. Her own gloves started to smolder after a few seconds and she grimaced and stripped them off, casting them aside before she was burned as well.

"I have nothing to treat this," she said tightly, and the urgency in her voice and Morton's panting breaths told them all exactly how bad the wound was. "We have to get him out of here. There are field kits in the ships."

"How much further to the shaft?" asked Calan.

"Half a sec," said Ben. There was a flash of light as Jetray gave way to Echo Echo. The Sonarosian let out a quick shout in the direction they had been heading and almost immediately said, "Another two hundred feet dead ahead is the shaft. If we - hey! Watch out!" ordered Echo Echo, pressing them back.

"Out of my way, Tennyson," commanded Van Kleiss. Speech was clearly difficult for him at the moment, though his arrogance and drive were unshaken.

"Stay out of mine," returned the teen savagely. That he was a small and almost cute white alien somehow only served to make Ben's threat that much worse. He clenched his hands, poised to attack.

Van Kleiss glared, but he rightly suspected that this tiny creature could inflict more damage than he or his transport could deal with at the moment. Six broke the tension, stepping forward and quietly murmuring, "Now is not the time. We have more important priorities."

His position thus usurped by a neurotic brat and a wounded security guard, Van Kleiss urged the beast forward. As he passed the young hero and the ninja he merely mumbled, "Have it your way, child."

The EVO hugged the wall, giving them as wide a berth as it could. Six stood with Ben10, facing Van Kleiss defiantly and ready to act if he dared to try anything. Now was not the time to fight, however. They had greater issues than stopping this man. A pleased smirk was cast in their direction, however, as Van Kleiss left them even worse off than before. Now only the Pack stood between them and the Ur-Dexter and his new pet.

With trembling hands Dexter unbuttoned his lab coat, never looking up or shifting far from Rex's hold. Stripping the still-damp coat off, he silently held it out to Holiday. It wasn't much, but it was all they had and she gladly seized upon it. In a matter of seconds the once-white coat was sliced into wide strips by Six's katanas. Working quickly, the doctor cleaned the burns with a few pieces of the fabric before binding Morton's leg.

"That's the best I can do for now," she said. Morton simply nodded, grimacing.

"That'll do," Six announced, staring back in the direction of Gat. An eerie, disturbing silence had fallen - a silence that was far worse than the sound of pitched battle. Not a one of them needed to be told what had happened or what would follow, and without a word Rex swept Dexter into his arms again, calling up the Boogie Pack as he did so. In the wane light he cast, Rex looked at Chip, pale and clearly in a world of pain as Calan hauled him upright. Softly he asked,

"Will you be okay to hang on?"

Morton slung the Null-Void over his shoulder, limping forward. "My leg's hurt, not my arms."

"Get to the shaft," ordered Echo Echo, splitting himself time and again. As he spoke, half a dozen of the small aliens headed in the direction indicated while the other dozen or so fanned out where they were. "I'll guide you, the rest of me will hold them here. Go!"

"You'll catch up?" pressed Rex anxiously.

The Sonarosian gave a quick, humorless laugh. "I won't have to."


	44. Xed

**Chapter Forty-Four: Xed**

It was a strange sensation to be in two places at once, not to mention being in possession of multiple bodies but one consciousness, but that was nothing unusual for a Sonarosian. Ben had learned at an early age to suspend his human expectations of how things _should _be and just accept the way that things _were _when he was in any of his alien forms. Right now he was hurrying toward the shaft, guiding Rex and the rescue team even as he lined up across the tunnel, waiting for whatever followed them first out of Gat. Pack or Ur-Dexter, he didn't care either way – he knew from experience that a Wall of Sound could do serious damage to Fusions and EVOs alike.

"Almost there," the Echo Echoes with Rex announced, trotting alongside Holiday and Six. "Watch out, Six, there's a wooden beam on the ground in ten feet."

The ninja neatly dodged the chunk of wood. Able to navigate by sonar, Echo Echo was rather impressed how Holiday and Six were managing to make their way through darkness as complete as at the bottom of Pernell. Granted they had night vision goggles, but even night vision required _some _light and the only source right now was Rex's Boogie Pack and the small flashlight Bobo carried. Jogging on uneven, mucky ground with almost no means of seeing anything besides Rex's back must be disorienting to say the least, and he noted that Holiday let Six guide her, trusting the ninja's senses and balance more than her own.

"You're there, Rex!" he called. "The shaft is straight up from where you're at!"

"Yeah, I can feel it," called Rex, his voice taking on a hollow tone as he looked up. A mere 1,756 feet between them and freedom and the only thing in the way was Van Kleiss and his EVO with corrosive spit.

_He could hear something moving toward him and sent a quick burst of inaudible sound back toward Gat. It was large, larger than Skalamander, and he knew the Pack had not succeeded in stopping the two copies of Dexter. One, at least, was following them – the Ur-Dexter's kitty. Echo Echo focused, able to make out a second, smaller figure walking alongside it. They walked without hesitation, unaffected by the darkness. Great. The little puke himself. _

A few paces short of the shaft, all six Echo Echoes following Rex paused, turning to look back the way they had come.

"What?" demanded Six, skidding to a halt beside him.

"Fusions," spat the aliens in unison. "They got past the Pack."

"Can you stop them?"

"I can try. Brace yourselves," Echo Echo ordered. "Cover your ears!"

"Go, Rex!" shouted Six, knowing his partner and his passengers would be safer moving up the shaft, away from what was about to happen. He reached out and pulled Holiday close against his side.

"But you and the Doc -"

"Go!" ordered Ben 10 as back down the tunnel, a dozen Sonarosians prepared to do battle.

_"Wall . . . of . . . Sound!"_

**OoOoOoOoOoOoO**

With a growl of frustration, Rex took off, flying straight up. He didn't like this in the least, but he trusted Ben, he trusted Six, and above all else he had to get Dexter to safety. The added burdens of Morton, Calan, and Bobo were no strain to his system in this form, though he was worried for the sergeant. Would he be able to hold on for the duration of the flight through all that pain? Stymied by the darkness, Rex could not fly as swiftly as he would have preferred. He held Dexter tightly, wishing he had thought to give the boy his jacket. Silent and compliant, Dexter pressed close against Rex's shoulder, his arms clasped around the EVO's neck. He was trembling - or perhaps shivering - in the young man's arms. Rex felt for the kid, wondering at the things both Dexter and Ben had hinted at about the intent of the Fusion and Van Kleiss. Nasty. He seemed pretty traumatized, but Rex wasn't sure if that was due to being captured or having spent an hour or so as an EVO.

The shaft was a large, plain square disappearing upwards. The walls were mostly lined with wood, though in places it had rotted or fallen away to expose dark, hard-packed earth and rock beneath. Bobo's flashlight swept ahead of Rex, keeping him from brushing the sides and showing little else – the beam was too weak to combat the absolute darkness.

The sound wave, when it hit, seemed to propel them forward faster for a moment before the deafening, crushing noise passed over and through them like a physical blow, caught and rebounded by the earthen walls. Instinctively Rex sped up, trying to escape the echoes before the Boogie Pack was battered apart, a shout of pain escaping his lips that was swallowed up by the Wall of Sound. This was the tail end of Ben's attack? Cripes, he could only hope the Fusions had reverted to snot after catching a faceful of _that._His ears were ringing and he could see flashes of light and his nanites were working double time to restore his senses and keep this form whole.

"You guys okay?" he shouted, barely able to hear himself speak.

"Go!" barked Calan, gasping as if he'd just run a race. "Keep going! We're okay!"

"Speak for yourself," moaned Bobo, holding his aching head as Rex pressed upwards, struggling to see.

"Haha!"

The EVO chimp looked at Morton expectantly.

"Soon as Tennyson gets them out of there, blow that place to hell."

"You got it, Blondie!" grinned Bobo, his pain forgotten in anticipation of being able to bring the house down.

**OoOoOoOoOoOoO**

_He could feel the Wall of Sound as it ripped a roar out of the Fusion EVO. The confining space of the mine tunnel contained and concentrated the booming sound, multiplying its effect with every echo. The huge creature was driven back, using its body to keep the attack from destroying the smaller Ur-Dexter. Thrashing and clawing, it knocked down chunks of earth and support beams, filling the air with dust. Echo Echo kept it up, trying his best to destabilize the beast even though he knew this copy wasn't your garden variety Fusion and wouldn't do anything the easy way. _

Behind the rearguard of Sonarosians, the remaining Echo Echoes had piled atop Holiday and Six, protecting the humans with their bodies. Comprised mainly of silicon, the half-dozen aliens went relatively unaffected by their own attack and a perfect barrier against the sonic wave. He waited for the salvo to end, knowing there wouldn't be much time to act. The Fusions would recover quickly. He had to get the Providence agents out of here before the pair of Dexters came after them. Ben knew he wasn't in any shape to fight the Ur-Dexter, let alone the Ur-Dexter and his new pet.

_On and on they screamed, holding the Fusions at bay and buying Rex time to escape. He just had to make it past Van Kleiss and he was in the clear. With any luck, the Wall of Sound had flattened the Pack as well. Echo Echo tensed, knowing his fellows back in the tunnel were waiting for their chance. The moment the Wall of sound ended, they would be gone._

_"Big Chill!"_

Neither the doctor nor the ninja had a moment to recover as the Necrofriggian replaced Echo Echo. Sweeping his four wings wide, Big Chill hauled the humans upright before bodily snatching them up in his arms and darting for the shaft. Behind them, the Fusion EVO was still reeling from the attack. He had no intention of being around if it should recover.

The rush of cold air against their faces restored Six and Holiday. The doctor took a deep breath.

"Wow," Rebecca Holiday managed to gasp. She was still mildly stunned, as much at the Wall of Sound as at the sudden change in their situation, and her relief was evident in her voice. "That was effective."

"Very. Tennyson, I can hear them up ahead," stated Six.

Big Chill's antennae quivered. He could sense rather than hear their friends and he put on a burst of speed. "Van Kleiss!"

**OoOoOoOoOoOoO**

"Bobo, flashlight here a sec," Rex ordered, pausing to hover.

The chimp angled the light right in Rex's goggles, blinding him.

"Ow! No! At Dexter!" snapped Rex, wincing.

"What's wrong?" demanded Chip.

"He let go," Rex said. In the wane light he saw Dexter was horribly pale and there was blood on his face from a nosebleed. He was breathing, though, and he stirred, blinking his eyes at the light as he regained consciousness, having come off the worst for witnessing a Wall of Sound.

"You okay, Dex?" he pressed.

"Mmm," grunted the boy, closing his eyes again when he realized they weren't out of the shaft yet.

"Hold on again, 'kay?"

Dexter reached up and passed his slim arms around Rex's neck, but his hold was not as strong as it had been. Barely able to make out what was happening, Morton asked, "How is he?"

"Nosebleed," reported Bobo.

"Ditto," Calan muttered. "Punch it, Rex, my arms are getting tired."

Clutching Dexter close against his chest, Rex obeyed. His anxiety was growing each passing moment. Where was Ben? Were the Doc and Six safe? And how would they be able to get past Van Kleiss and his EVO? It was a sure bet he wouldn't just sit quietly and let them fly by. The pressure on his ears and the need to swallow often told him they were making progress, and he thought he could hear something scraping up ahead.

"Getting' closer," warned Bobo, aiming the flashlight at the wall. There were long, deep furrows gouged out of the wooden supports from where the EVO was climbing toward the surface. He jerked a thumb back at the twin guns he carried on his back. "I'd shoot it, but I'll knock us into the wall."

They needed to get past quickly and safely. With only a fading flashlight to guide their way, a wounded man, and Rex's arms filled with Dexter, he couldn't risk anything throwing him off course.

"Haha," Morton abruptly said, having come to the same conclusion as Rex, "Get over here."

"Keep 'er steady, kid," grumbled the EVO right in Rex's ear before inching out onto the left wing of the Boogie Pack.

"Whoa!" yelped Rex as the shift in weight pulled him off balance. It didn't help that he was already compensating for Morton's weight, but Bobo wing walking was enough to slow him down and he instinctively smashed Dexter up against his chest. He had to give it to the monkey though, it was a pretty gutsy thing to do.

"My right hip," Morton said tightly. "My Null-Void pistol. Triple-action holster. It doesn't have any kick."

Hanging on to Morton and Rex, Bobo Haha turned onto his belly so he could reach down with his foot to wrestle the gun out of the holster. The sergeant growled and turned his face well away. It took a try or two, but in less than a minute Bobo was scooting back to Rex's shoulders with the Null-Void clutched in his dirty little hands.

"Nice pea shooter, Blondie," he called, eying the pistol appreciatively.

"That 'pea shooter' could down a jump-jet with one shot," retorted Morton grimly.

"Oooooh." He kissed the gun. "You been holding out on us. Bobo likes."

**OoOoOoOoOoOoO**

He knelt down beside the Fusion EVO. Given the strength and close proximity of Tennyson's attack, it was not surprising that the creature was not recovering quickly, if indeed it managed to retain its form at all. It had taken the brunt of the sonic assault, setting itself between the Echo Echoes and himself to protect him. A strange sense filled the Fusion Dexter, and after consideration and some swift elimination, he concluded that he must be feeling affection. It helped that the creature was a copy of Dexter, he supposed, but its protectiveness and willingness to sacrifice itself were characteristic of the original. He stroked its head, already well aware that he was possessive, but now a new aspect was introduced in that the Fusion EVO cared for _him_.

It was an interesting dilemma for the Ur-Dexter, one he had not expected. This was quite unlike his feelings for Dexter. For the human boy he felt lust and want and desire and a need to dominate and control all that brilliance and emotion. He wanted to show Dexter that they were same. One. Perfect complements. This creature though, was far simpler and easy to comprehend than its human counterpart. It was, after all, part of Dexter and therefore, part of him.

He could not leave it here.

How strange. Except for Dexter (and perhaps to a lesser extent Tennyson) he had never sought companionship from anything or anyone or placed value on another being. Fusions, no matter how intriguing their shape or function, were simply tools to be used in his plans. Nothing had ever stood to defend him without explicit orders, but this Fusion had not waited for him to command it to act. It had willingly sacrificed itself, and that willingness set it outside the norm as much as the Ur-Dexter's free will set him above all the other Fusion dopplegangers.

He stopped his hand mid-stroke, his decision made. Pressing his hand hard onto its flank, he focused his being, allowing the creature to draw off some of his Fusion Matter. The change was instantaneous and new energy flowed through the Fusion EVO. In a matter of seconds it was recovered and even stronger than before. Climbing to its huge feet, it nudged the Ur-Dexter with its head, mindful of its long, curved horns, all the while letting out a little growl of fondness.

Intrigued, he gazed at it. "I will have to call you something," he decided, giving in to the human impulse to name things. He was aware of diminutive forms of names, having heard both Tennyson and Salazar call Dexter 'Dex.' He did not want to use that name, but a variation on it, perhaps, would be fitting.

"Xed," said the Fusion Dexter to his pet, patting its nose. "Your named is Xed. Come."

Straightening, he turned and walked back toward Gat. He had delayed too long with Xed. He knew he would not be able to catch up with Dexter and Tennyson. No matter. There would be other days, other opportunities, other fights. He'd had a taste of what he most wanted. It was simply a matter of time before Dexter was his at his feet.


	45. World's Biggest Flyswatter

**Chapter Forty-Five: World's Biggest Flyswatter**

A shout of warning echoed down the shaft a moment before an explosion of blinding white light from a Null-Void illuminated the cramped space up ahead. Big Chill caught a brief glimpse of a large, hairy form clinging to the walls of the mineshaft and Rex trying to maneuver the Boogie Pack and all his burdens past the transport EVO. The only one of them in a position to act was Bobo, and they weren't just up against the EVO – Van Kleiss was by no means defenseless.

"Get me to that EVO," ordered Six.

"What are you going to do?" Holiday demanded.

"Buy us time. Tennyson, get everyone else out."

"I'll be back," promised Big Chill.

More laser fire erupted overhead and they could hear Bobo Haha shouting out a challenge as the EVO hissed. The chimp didn't dare hit the hairy beast lest it fall and strike them or the rest of the team, knocking or dragging them down the shaft. Strapped to the EVO's saddle, Van Kleiss freed the creature's reins to let it defend itself. Rex was forced to hold back out of range of that tongue and Van Kleiss' bionic arm, effectively pinned in place by two monsters.

"Hold your fire!" shouted Six, letting go of Big Chill with one arm in order to loosen his sword from his sleeve. Pulling his wings in tight, the Necrofriggian slipped between the two teams, sending a blast of freezing cold breath at the transport EVO's small head as he shot past. It stopped climbing, startled and confused, and Van Kleiss let out a bark of anger, extending his arm in an attempt to seize Rex or any of his passengers. Big Chill snapped his wings open wide again to shield Rex, angling above the huge beast in order to land his one-man boarding party. Without hesitation Six dropped straight down, alighting on the EVO's shoulder with both swords drawn. The ninja and the alien were enough of a distraction to give Rex time to slip past the bulky creature blocking his way.

"Go!" ordered Six, somehow keeping his balance as the creature shook its head to dispel the ice coating its face.

With Holiday clinging tight, he darted upwards, following the faint glimmer of the Boogie Pack. Somehow it seemed lighter in the shaft, and he realized they were getting close to the surface. It must be the strobes from the two gunships, angled down the tunnel to Pernell Mine.

"Haha!" called Morton. "Now!"

"One mega flyswatter coming right up," Bobo replied, reaching for the remote detonator in his pocket. "Let's hope all the flies are still down there. Fire in the hole!"

Suddenly a deep, echoing rumble shook the earth. The very air around them trembled and seemed to be dragging them back as the explosives set by Bobo detonated, collapsing Gat upon itself. The sound gradually built to a crescendo as a rush of hot, dusty air shot up the mine shaft, showering more dirt and debris down upon them. Ben and Rex flew on, fighting to stay airborne. The transport EVO lowed in fear, stopping its progress to cling to the wall with its clawed feet.

"How the hell many explosives did you set?" bellowed Morton, clinging desperately to the Boogie Pack.

The chimp let out a happy whoop. "All of them!"

_"What?"_was Calan's disbelieving shout, his voice betraying pure horror.

In Big Chill's hold, Holiday let out a gasp, her attention focused on Six's battle. Ben glanced down and was just in time to see a flash of reddish energy as the Pack rejoined their master. Breach was collapsed in Biowulf's hold and both Biowulf and Skalamander clung to the EVO's saddle and hair. I-Bol was on the EVO's rump, desperately trying to hold tight and not slide off the thing's tail.

"Attack!" ordered Van Kleiss, giving his his minions no rest as he lashed out at Six.

"Six!" cried the doctor. "Ben, go back! We have to go back!"

**OoOoOoOoOoOoO**

Xed kept tight to his side as he walked back through Gat to the tunnel he had created to reach here. The temporary lab was in ruins, and the defeat of Van Kleiss' plans brought a faint smile of amusement to the Ur-Dexter's lips. Losing so soundly had been quite the bitter pill for Van Kleiss to swallow, and he savored the memory.

A few of the Fusions and EVOs were still fighting, their roars echoing through the large chamber. Ignoring them as harmless, the two Fusions crossed the rock- and rubble-strewn floor. The Ur-Dexter paused a moment to watch as Skalamander, struggling to stay upright, fended off a gigantic green centipede. Behind the EVO, a wounded Biowulf was desperately trying to rouse Breach. The dark-haired girl was still reeling from his attack. Fools. They had thought they could stand against him. The Pack would not soon forget the lesson he'd taught them.

Skalamander spotted the two Fusions in the wane light, and the bloated, lizard-like creature hissed a warning to his cohorts. Rather than helping Skalamander, Biowulf redoubled his efforts to get Breach on her feet. With a savage snarl Xed placed himself between the Pack and the Ur-Dexter, his spiked tail raised high and poised to strike.

"They're harmless," assured the Fusion, placing his hand on the creature's flank to soothe it. "They were never a threat."

Biowulf, his ego clearly pricked despite the situation, let out a deep-throated growl that made the Fusion smile in amusement. He knew his own threats weren't so empty as the EVO's.

"Mark that one, Xed," instructed the alien being, resuming his course for the tunnel he'd burrowed through the earth. "When time permits, you're to kill him. He injured Dexter, and he thought himself capable of injuring me. We must return the favor."

Xed sniffed the air, memorizing the smell of the EVO as they passed. Skalamander, in a last and desperate attempt to ward off the centipede, fired off a tremendous salvo of crystal projectiles at it. The centipede collapsed, oozing Fusion Matter, and the EVO staggered back to his companions. From behind some wrecked equipment, I-Bol popped up and shuffled over to them, trying to look as if he'd been there all along. The rest of the Pack ignored the coward and Skalamander added his voice to Biowulf's as they tried to waken their only hope of escape.

"Get up! You have to get us out of here!" Biowulf commanded, shaking Breach. He glanced up, clearly alarmed, as the girl recovered consciousness enough to lift her head. Mercilessly, he shook her again. "Take us back to Van Kleiss! Now!"

The look he cast at the wall was genuine and frantic enough to pique the Ur-Dexter's curiosity and follow his gaze. He spotted it instantly – a compact explosive device had been set high on the stone wall, probably one of several. Given what he'd seen of Van Kleiss' designs and what he knew of Dexter, the Fusion concluded it had been made and set by Providence. It was well played, and at least they were thorough. Perhaps they would be worth his attention in the future.

"Quickly," he said, urging his pet along.

**OoOoOoOoOoOoO**

"Ben, no! No! Go back!"

Torn between duty and the impulse to turn around and kick some EVO butt, Big Chill put on a burst of speed, removing himself from temptation.

"You have to go back!" cried Holiday frantically.

"I will," he breathed, determined to see her and the others safe first. Six would not appreciate if he left the job half-finished, especially now.

Rex was struggling, the dust stirred up by the explosions clogging the motors of the Boogie Pack and making him cough and sputter. Alarmed, Big Chill darted past him from the rear, snatching Bobo off his shoulders as he passed and lightening Rex's load. Pouring on the speed, the Necrofriggian shot up the mine shaft. The last hundred feet seemed to take forever but in reality it was just a matter of seconds before they reached the surface. Light poured down the tunnel cut into the mountain, and a dozen or so Providence troops fell back in surprise at the sight of a gigantic blue moth flying out of the murky darkness.

"Hold your fire!" Holiday shouted.

There was no time. He set Holiday down, dropped the chimp, and plunged right back down the elevator shaft. The dust was thinning, but not by much, and he followed the sound of coughing back to Rex.

"What can I do?" he demanded, not sure if it was safe to grab the teen in midair.

Rex wheezed, "I can't see. Get behind me."

Big Chill dropped down and flew up behind his friend. Hooking his long arms beneath Rex's, he added his considerable strength to the EVO's, helping him to fly. The weight of Rex and his Boogie Pack and his passengers was considerable, and Ben10 was highly impressed at this odd combination of man and machine, as much at his endurance as at his ability.

"Almost there!" called Ben, straining. He had a terrifying vision of the Omnitrix powering down, and in sheer desperation he used the last reserve of strength left to him to put on a burst of speed. The shaft was shadowy and growing brighter and suddenly they could see Holiday and some Providence troops lined up along the opening of the shaft, some of them holding powerful light cannons that sent beams of light down through the dust. They darted out of the way (or tried to) as the second wave of refugees from Gat appeared.

"Incoming!" yelled Bobo a moment before they spilled onto the surface, a jumble of men and mechanisms and one moth landing in an untidy heap. They slid to a halt, groaning and coughing. There was a flash of green energy and suddenly Ben Tennyson was lying atop the heap. A moment later there came a crunch of metal as Rex retracted the Boogie Pack and the heap collapsed in the dirt. There was a moment as they let the fact that they had made it sink in, breathing in the crisp air and blinking at the beams of the light cannons.

"Sir!" Morton struggled to untangle himself from the unfortunate Providence soldier that had not gotten out of the way in time. He staggered the few paces to reach Rex's side as Ben stood unsteadily, leaning over Rex's shoulder to see his friend. Rex, still clutching Dexter against his chest, loosened his hold on the redhead almost reluctantly.

"Dex," he said softly when the younger boy showed no inclination to release him. "Dex, we're out. You can let go."

"Rex," panted Ben, "Six is still down there. Fighting Van Kleiss. We have to go get him."

Concern filled Rex's expression. With a quick nod to Ben, he said to Dexter, "You're not alone here, Dex. I promise we'll be back."

Dexter finally opened his eyes, blinking up at Rex before looking past him to Ben. He was trembling, and Ben knew from past experience that his friend would need something familiar to cling to in order to keep him from melting down. Fortunately Chip knew this as well and could claim a longer acquaintance with Dexter than Ben.

"I'll take him," Morton said quietly, reaching for his employer. "Sir, with me."

Filthy, frightened, exhausted, Dexter slowly relented, sliding from Rex's arms to lean heavily against Morton, making no protest as his bodyguard wrapped an arm around his shoulders. Ben leaned over and briefly gripped Dexter's shoulder, digging the Mons Meg from his pocket. Leaning close enough for his friend to see him clearly, he pressed the gun into Dexter's hand as he said, "Hang tight, kiddo. Stay with the sarge." He glanced at Morton. "Get him out of here."

The blond jerked his head toward the mine, telling him to get moving. Thus reassured that his friend would be safe, Ben rushed back to the shaft to join Rex where he stood waiting on the brink of the pit. Holiday and Calan were with him, staring into the darkness. They held the light cannons Ben had spotted earlier, but the beams did little more than illuminate the swirling dust. Faintly they could hear the sounds of a fight and the claws of the transport EVO scraping on the wooden beams.

"Ready?" asked Ben, dialing the Omnitrix. A minute or two of rest and recovery and he was ready to get right back to it.

Spoiling for a fight as well, Rex swiped his sleeve across his goggles, calling up a shiny new Boogie Pack from his shoulders. "Just give the word, _amigo_."

Tennyson grinned. "I'll give you a word – _Jetray_!"


	46. Trust in Providence

**Chapter Forty-Six: Trust in Providence**

"Rex, how do you want to play this?"

"How does grab and go grab you? We'll have a better chance on the surface against that dino-sloth."

"Works for me."

"Good, 'cause I dunno about you, but I'm just about done in."

Jetray's raspy voice matched Rex's falsely cheerful tone. "Yeah, I hear ya. Starving, too."

Ruefully, Rex nodded in agreement. How many hours (and miles and EVOs and fights) had it been since that cheese steak sandwich in Providence's cafeteria? "Yeah."

Alien and EVO exchanged a determined look and a quick nod. They were ready to end this.

"Let's do this."

Down they plunged into swirling, dusty darkness, following the sound of battle to its source. The transport EVO had made good progress despite a pitched battle being waged on its back and it was a matter of just a few seconds before Jetray, the faster of the two rescuers, came upon them in a rush of dusty air.

"Six!"

It was a frenzy of action. Biowulf, despite having been thrashed by the Ur-Dexter, had climbed in front of Van Kleiss to protect his master from Six. Balanced atop the shaggy beast's neck and shoulders, the ninja was making good use of the limited space available to him, keeping out of range of the EVO's claws and preventing the rest of the Pack from joining in the attack. Behind Van Kleiss, Skalamander was holding on to a barely-conscious Breach. Everything and everyone was so covered in dirt from the explosion that they were all almost universally a reddish-brown color. The swirling motes in the air reflected the uneven light from above, casting the scene into an eerie, gloomy twilight. Spotting Jetray, Skalamander hissed a warning to his fellows and shot a barrage of crystals at him.

"Whoa!"

The shout escaped Ben before he could stop himself as he was forced to evade the salvo, twisting wildly in midair. The crystals smacked into the wood lining the mineshaft like bullets. At the same instant, Van Kleiss' mechanical arm snaked out and fouled the Aerophibian's wings. The impact knocked him out of the air, and instantly he slapped the Omnitrix logo on his chest.

_"Spidermonkey!"_

Swift and nimble, Spidermonkey ran up Van Kleiss' arm as he retracted the mechanical limb. Right up in the scientist's face for a split second, the Arachnichimp let out a deafening shriek in Van Kleiss' ear before immediately launched himself at Biowulf as the werewolf lunged at Six. He landed on the EVO's back and head, knocking him snout-first into the Transport EVO's matted hair and pinning him with his feet. Two arms pummeled the werewolf, two arms ripped out chunks of gray fur, and Biowulf's day went from bad to worse.

"Behind you! Van Kleiss!"

At Six's shout he shot a spray of web behind him without looking, and Spidermonkey laughed in wicked glee when he heard a _splat_ followed by Van Kleiss make a sound of disgust.

"That won't wash out, Mikey!" cheered the hyperactive alien, glancing back to see a glob of web on Van Kleiss' shoulder, catching in his long hair. "Try some, ugly!" he added, shooting more sticky web at Skalamander's extended arm. The web blocked the EVO's primary weapon, and Spidermonkey celebrated by jumping up and down on Biowulf and sending a few more handfuls of hair flying. He shrieked in excitement, his shrill voice echoing off the walls. "Biowulf! You smell almost as bad as your ride!"

"Ben! Six!" called Rex, swooping into view. He stopped short at seeing the mayhem Ben had spread. Rex had never seen Spidermonkey before, and at first sight the four-armed simian was weird to say the least.

"Tennyson! Quit kidding around!" snapped Six, more than ready to leave. His patience was worn down to nothing, and he very much wanted to put some distance between himself and this manic blue alien. It was hard to believe Tennyson and Spidermonkey were one in the same.

"Party pooper," muttered the Arachnichimp, backing up to join the ninja. "And really, you should have said 'monkeying around.' Grab and go, Rex! Grab and go!"

"Time to switch to decaf, pal," exclaimed the Latino, darting down like some overgrown dragonfly and grasping Six's arm. He swept past them, snatching his partner off the gigantic EVO. "Ben! Come on!"

"Gotta fly, guys!" called Spidermonkey. "It's been fun. Not really."

"Tennyson!" barked Six.

He turned, about to leap, when instinct told him to pause. For the length of a heartbeat he was still. He should have known. Spidermonkey, with the highest metabolism of any of his aliens, was also the most draining to maintain for more than a few minutes. He had come into this already hungry and exhausted and now –

"Oh . . ."

The Omnitrix made a faint grinding noise and flashed brilliant green and suddenly a very human Ben Tennyson was staggering and stumbling and trying to hold on to the EVO's shaggy hair as the beast kept climbing. He dropped to his hands and knees, almost nose-to-nose with Biowulf.

_"Crap,"_ he finished under his breath as the werewolf raised his head. Ben smiled his cheesiest smile and waved, not looking at the tufts of gray fur that stood out against the dino-sloth's ruddy pelt and the EVO's disheveled appearance. A deep-throated growl rose up from Biowulf, and he looked positively murderous as he started climbing forward. Ben shifted backwards, edging along the transport EVO's neck, but there weren't many places to run and hide even on a creature the size of an Apatosaurus, especially when it was moving at a steady pace. "Uh, yeah, about that hair-pulling thing . . . uh, _REX!"_

Biowulf lunged, swiping at Ben with his talons. Defenseless, Ben could do nothing but try to keep his distance and he was rapidly running out of dino-sloth.

"Ben!" shouted Rex. "Jump!"

There were few people in this world who could give him such an order and have him obey.

Fortunately, Rex Salazar was one of them.

He didn't hesitate. Trusting his friend, in Providence, he twisted about and dove off the EVO. There was a sickening feeling of helplessness as he dropped, but it didn't last for long. Darkness swallowed him, but Rex caught him.

Or mostly caught him. Rex's hands closed down hard on his jacket and one arm. He almost slid free of both as he scrambled for a hold on Salazar. Both of Rex's hands came to a stop behind the Omnitrix, and Ben was neatly suspended by one arm.

"Have you got him?" demanded Six from where he clung to the Boogie Pack.

"Yeah," grunted Rex. "Mostly."

"You got me," assured Ben breathlessly. "Go!"

**OoOoOoOoOoOoO**

"Calan! I need an armed escort!"

Chip Morton's barked order cut through the daze that had settled down upon him, jolting him back to the situation. They were out of the mine, but not yet safe. Would he ever be safe?

"Let's get out of here, sir. Can you walk?"

Dexter stared at his bodyguard without seeing him. He was lightheaded and thirsty and it was terribly dark and filthy in here and Ben had gone back into the mine and he could not stop thinking about kissing that _thing_ and -

"Sir? Dexter? Don't do this. Don't shut down. Your father is waiting outside with the _Maggot_."

It went against his every instinct not to hide behind his mask of cool aloofness. He was so used to suppressing everything, locking away every vulnerability behind the hard, cold mask of a scientific prodigy and business tycoon. Really, emotional detachment was the only useful thing he'd learned in the six years he'd attended Huber Elementary School, and he was actually grateful to the bullies and idiots of all ages, grades, and genders that had made complete emotional control an imperative. It wasn't the sort of thing you could learn from books, and bullies made surprisingly good teachers.

But for once, he was too exhausted to erect the facade. This easily compared to being captured by his Fusion double this past July and when he woke up in that hospital in Jacksonville in the midst of drug withdrawal. Some things were too overwhelming to defend against.

Which was one of the many reasons he was so glad to have Morton.

**OoOoOoOoOoOoO**

_"Chip, do you think this is wise? Maybe you should wait until the Professor gets back."_

_Dexter could hear Mr. Green's hushed tone as he intercepted Morton in the hall outside the kitchen. He wasn't surprised. While fetching the clippers he knew were in the upstairs bathroom, he had told Mr. Green in passing that Mr. Morton was going to shave his head for him. Of course Green would react to such a radical move. He was sitting on a kitchen stool, an oversized towel draped over his shoulders as he waited to rid himself of Van Kleiss' taint and for his tutor to see things his way._

_Quietly Morton wondered, "What do you think his dad will say? He'll never get better seeing himself with brown hair."_

_There was a pause, and Kilroy Green sighed sadly, saying, "You're right." _

_ Dexter knew the fire demon was terribly anxious for him and his wellbeing, as was everyone in the Utonium household (which had expanded to include both his teacher and bodyguard). Since getting back from Florida, Dexter had hardly left his bedroom and had not stepped foot outside once. If the Professor left the house, even to go into the garage, Dexter either needed to be in his room or one or both of these men had to be within his line of vision or he would panic. It had happened twice already._

_"Dexter?"_

_He looked up at Mr. Green, so tall and elegant and kind, and hoped his teacher would understand. "It's my decision. If Mr. Morton doesn't cut my hair off, Mr. Green, I will. I suspect he'll do a much better job of it."_

_Pulling off his glasses, he closed his eyes as Chip got to work. The clippers hummed against his head and a soft cascade of hair brushed his cheeks as his bodyguard removed all traces of dark brown dye. Fifteen minutes later, he could feel every draft and puff of air against his skull. It was an odd sensation; he'd never had his hair so short in his life and he felt rather exposed and vulnerable. What would DeeDee say? The girls? The Professor? Dexter's hair had started growing in, allowing Chip to leave him with just enough stubble to give his head an orange tint. He would not look at the scattering of short brown trimmings that Kilroy quickly swept and vacuumed up, nor was he interested in seeing himself in the mirror. As soon as Morton was done, Dexter gathered up Einstein in his arms and retreated to his room to wait for his father. He didn't turn any lights on, but he curled up in the wingback chair and tried to let the kitten's purrs soothe him._

_Not much later, the Professor returned home from the pharmacy. Opening his door a crack, Dexter could hear voices and sensed surprise. A few minutes later, there came a tap at the door and the Professor peeked in. He was smiling, but there was something like grief in his eyes as he took in the sight of Dexter with almost no hair. Dexter steeled himself, trying to be ready for anything from anger to laughter. Both would hurt terribly, and so he hid his fear as Utonium held him by the shoulders and looked at him this way and that, finally concluding,_

_"At least you're a redhead again."_

_"You're not mad?" Dexter asked in a whisper._

_Patrick Utonium moved closer and wrapped Dexter in a hug. "No."_

_"Don't be mad at Mr. Morton. I wanted him to do it."  
><em>

_ "I'm not mad, Dexter. Not at all. As a matter of fact, I'm going to thank Chip. I wish I had thought of this myself."_

_"Really?" he breathed, gripping the front of the Professor's lab coat. He was almost faint with relief.  
><em>

_"Really. I can't get mad at something that makes such perfect sense. Besides, it's your hair."_

_"No. This is my hair," he corrected, leaning into his father's hold. "Not what he did."_

_When the Powerpuff Girls got home from school, their responses to this bombshell trim were highly predictable and telling of each girl's personality. Blossom attempt to overcome her shock and be complimentary, desperately trying to find something positive but unable to stop staring. After a few seconds of wide-eyed silence, Bubbles covered her pigtails with both hands and flew out of the room. They could trace her route through the house and up the stairs to her bedroom by her piercing wail, followed by the door slamming. As usual, Buttercup brought her brand of humor to the situation as she gaped with outright envy, falling to her knees in the middle of the kitchen in a dramatic fit of pure want._

_"Professor!" she all but screamed. "I _need_ this haircut!"_

_"Solidarity is optional," Dexter murmured, quietly amused by their reactions.  
><em>

_"What happened to your hair?" asked Bubbles a little while later, almost in tears as she peeked into the room. She reached out and dared to touch the soft fuzz left to him._

_Dexter looked down and shrugged. "It wasn't mine, Bubbles."_


	47. Of Rocks and Hard Places

**Chapter Forty-Seven: Of Rocks and Hard Places**

Their progress was slow simply because Morton needed assistance to walk and only one Providence soldier could help. Dexter would not be parted from his bodyguard any more than Morton would let go of Dexter, and considering the fact that Dexter was as good as blind and would not tolerate anyone but Morton touching him, the burly soldier assigned to get them to safety had a hard time of it. Two more Providence troops flanked them, guns at the ready as they edged along. Ahead of them, Dexter could see light, and he could only assume it was daylight. Strange, it hadn't seemed like a whole day had passed. Then again, given his physical condition, disorientation was entirely possible, if not probable.

"So was I correct, Sergeant?" Dexter asked softly, just for the sake of making some noise and confirming his earlier observations. "Are we in Pennsylvania?"

"Got it in one, sir," Morton replied. "How'd you know?"

"Ben's description of the place and a sample of anthracite he found. It was the most logical conclusion, given . . ." Unwilling to mention in front of strangers what had happened just outside of Pittsburgh this past summer, he paused, gathering himself before softly adding, "I hate Pennsylvania."

Unconsciously he swiped at his nose again, checking for blood. He, Morton, and Calan had all suffered nosebleeds from Echo Echo's attack on the Ur-Dexter, and there was still a faint smear of red on his cheek.

Morton grimaced in pain as Ruffin, the man supporting him, accidentally brushed his leg. "I'm not too fond of it myself right now, sir," he gasped.

Squinting, Dexter looked up at him anxiously. "Is your leg still burning?"

"Yeah."

"My father will be able to treat you."

He spoke with deceptive calm, but he clutched the hand Morton kept on his shoulder with all his strength. The sergeant said nothing even though Dexter knew perfectly well that he probably was causing bruises and cutting off circulation. Most likely Morton was willing to put up with almost anything just to have him back. The notion was a comforting one, though doubtless uncomfortable for his security chief.

"Careful, sir," said Morton, pulling him a bit closer to avoid tripping in a hole. Dexter let himself be steered, trusting that his bodyguard would do his job regardless of what injuries he sustained. "Where are your glasses?"

Tired and anxious as he was, Dexter could not help but smile faintly as he said, "Van Kleiss' right coat pocket. I let him keep them as a memento."

"Oh, really?" was the thoroughly intrigued response as Chip immediately grasped all the implications. "Isn't that interesting."

"I thought you might feel that way. You may do as you please with this information, Mr. Morton."

"I'll be sure to put it to good use, sir," promised the sergeant, delighted with such devious tendencies in one so young.

**OoOoOoOoOoOoO**

"Can you see anything, ma'am?" wondered Calan, peering intently down the mineshaft.

Holiday shook her head, disappointed and nervous. They could hear the steady, paced scrape of Van Kleiss' transport EVO climbing toward them, but of their own friends and allies there was no sign. There had been screaming earlier, something that sounded like a wild animal, but since then . . . nothing.

She glanced toward the entrance where Beasly and Wade were helping Ruffin escort Chip and Dexter outside. With Morton so badly burned their progress was slow and she was uncomfortable with so little distance between Dexter and Van Kleiss. The boy hadn't said much since they had freed him from Gat, but her heart had gone out to him when she saw his stricken look as he watched Ben Tennyson hurrying away to rejoin the battle. He looked so young and pale and clearly his lack of glasses was a tremendous handicap for him. She remembered Utonium's frustration on Dexter's account and his constant wish to protect his son from the people that would exploit him, thinking how similar he was to Rex. Few people appreciated Rex for himself, judging him first as an EVO and rarely seeing the intelligent and witty young man that he was. In Dexter's case, people only appreciated him as a genius and what his intelligence and creativity could do for them while ignoring the boy. In both cases, most people saw them as things to be used, not individuals with feelings and needs.

"Something's coming," Bobo abruptly announced. "Sounds like – yeee-up! Rex! Pal! Get yer butt up here!"

The fell back as the Boogie Pack emerged from the darkness. Rex was straining to keep a hold on Ben, who dangled by one arm. There was little room to maneuver the large machine out of the mine with Tennyson in such a precarious spot, but Rex managed to deposit Ben on the ground before landing. Six slid off his back as he deactivated the Boogie Pack and promptly flopped down next to his friend. Both teenagers lay still, panting and groaning and completely spent. Calan knelt to have a look at them both, checking for any signs of injury.

Holiday looked to Six, laying her hand on his arm as she studied his face for a moment. "Are you all right?"

"I'm fine," he replied. "We need to move out immediately. Van Kleiss isn't far behind us."

Ben dragged his head off the ground and glanced around, looking for his friend. "Is Dexter okay?"

"He's being escorted outside along with Morton," Calan replied.

"Can we go home now?" whined Rex, shamelessly unleashing the puppy dog eyes upon his substitute parents. Ben added his share of pathetic, pleading looks to support their cause.

"We're working on it," Six promised, hauling him back on his feet. "We need to reach the ships first."

"Uh, guys. Guys!" Ben had pushed himself up and his hands rested on the ground. He was closest to the gaping pit and he focused now on the vibrations he felt. At his tone they all turned and gave him their full attention. Wide-eyed and frightened, he quietly breathed, "It's here."

"Move it out!" barked Calan, galvanizing them. He yanked Ben up by his jacket and herded the teens and Bobo before him. "All units fall back! Fall back!" he shouted into his comm unit as dirt and splinters of wood erupted from the mineshaft and the transport EVO struggled to the surface with an echoing roar. Huge claws tore at the earth to get a purchase as it dragged its bulk into the tunnel leading out of Pernell Mine.

Holiday had the briefest glimpse of Van Kleiss' determined face before Six seized her hand and ran, propelling her along at breakneck speed. The whole mountain seemed to shake beneath the creature's weight and dirt and debris showered down on them. Near-darkness returned as the few remaining Providence troops obeyed Calan's order and headed for the exit.

"I don't get paid enough for this!" yelled Bobo, fighting to keep up and not get trampled.

"You get paid?" squawked Rex, stumbling alongside Ben. They ran in silence for a few moments, dodging rocks and debris as best they could as the light increased. Neither boy had the energy to transform and they quickly caught up with Dexter and Morton just shy of where the mine entrance sloped down slightly to the road.

"Calan!" shouted Morton as the captain paused to help. In one motion the sergeant seized Dexter and shoved him into the soldier's arms. "Get him out of here!"

"No!" argued Dexter, pulling against Calan's hold, terrified at being separated from the only person he was absolutely sure of right now.

"Go!" ordered Chip. "Tennyson, Salazar, watch him! Get him to the Professor!"

"Come on, Dex!" yelled Rex, sliding to a halt.

Dexter cast one last, desperate look at his bodyguard before he let Calan hurry him away. A moment later Ben caught up to them.

"Me, Dex," he called. "It's me. Come on. I got him," he said to Calan, taking charge of his friend. Relieved to be reunited with Ben, Dexter gripped his wrist tightly and let himself be led, trusting that Ben would not let him fall and still too overwhelmed to do more than follow.

It was almost as bright as day outside as they streamed out of the mine, Holiday helping Morton to free up the professional soldiers. Ben hesitated for a split second at so many sources of light and then said, "Nova sticks. Number Four is here. Come on!"

He pulled Dexter along, trying to get out of the immediate line of fire between the gunships and the mine entrance. The road was lined with long berms of crushed rocks and boulders, too high and jagged for Dexter to traverse, and he would have sworn it had doubled in length since the time they'd whomped those EVO guards. Nova sticks - the ultimate in glow sticks - had been set along the route at regular intervals and cast everything into a weird, too-white sort of daylight. Ben had never fully appreciated how blasted short Dexter was until now, when he needed his best friend to _move_. Small, exhausted, and for all intents and purposes blind, Dexter was horribly aware that he was slowing Ben down to a crawl. Behind them, the Providence troops formed a line across the road leading into the mine at Calan's order, guns at the ready as they prepared to buy time for the people they were here to help rescue.

"Keep moving," begged Ben, knowing Dexter was spent. "Your dad's up ahead."

Suddenly the transport EVO smashed its way through Pernell's wooden entrance, sending boards and debris flying. Its roar echoed off the hills of waste from the mines and once clear it shook itself off, sending a huge cloud of dirt into the air as rocks scattered almost as fast as bullets. On its back, Van Kleiss glared down at the human barricade, his lips curling into a sneer of distaste as he snapped,

"You would do well to get out of my way!"

"You wish," was Capt. Calan's equally scornful response. _"Fire!"_

**OoOoOoOoOoOoO**

"You would do well to get out of my way!"

Memories assailed him. It was like throwing a switch or pushing a button.

_Dexter, what does this button do?_

"Dex? Dexter!"

Suddenly the world had a sense of the unreal, almost like watching himself in a dream. He stumbled to a halt, stunned, his limbs unnaturally heavy. Everything seemed to fall away – Ben, the cold night air, the sound of gunfire, people shouting.

_You would do well to get out of my way._

"Dexter!"

Ben was close to panic, his face pale. He gripped Dexter by the arms, shaking him slightly, still trying to pull him out of the way.

"What? What is it? One of those flashback thingies your dad says you get?"

Was it? Perhaps. Conditions were certainly ripe for the dyconine still in his system to reactivate again – he was exhausted, stressed, and dehydrated.

_You would do well to get out of my way._

Those very words. That tone. That voice.

"What's wrong?" demanded Ben, genuinely frightened.

Dexter stared at him, slowly blinking.

_You would do well to get out of my way._

"I remember," he said softly, amazed.

**OoOoOoOoOoOoO**

_At the touch of Utonium's hand on his cheek, Dexter smiled. He was feeling rather feverish, and he very much wanted to sleep, but the small gesture spoke of the deep affection and concern the Professor held for him and he was glad of the reminder. He flipped the lights on, stopping dead in his tracks when nothing happened. The light from the hall was insufficient to illuminate the room and he was not familiar enough with the layout of the furniture to try the light over by the beds. Hadn't they left the drapes open?_

_He looked to his father, who was already reaching around Dexter to try the light for himself. Suddenly there was a rush of movement from the darkness and something large and heavy slammed into the Professor. The unexpected assault knocked him into the wall. The door slipped out of his hold and closed behind them, plunging the room into complete blackness._

_"Dad!"_

_Despite the onset of fever and fatigue, Dexter lunged toward Utonium. His hands contacted cloth – a coat. He felt the person moving, raising their arm with savage strength –_

_The Professor let out a bark of pain as the blow landed, but made no more noise or offered any resistance. With another shout Dexter tried to pull the person off of his father. He twisted and fought, more of a nuisance than a threat as he weakly moved to put himself between the Professor and whoever was attacking them. He grappled with the unseen assailant, dragging at his arm. _

_"You would do well to get out of my way, child," hissed an accented voice. A man's voice. "I don't want to hurt _you._"_

_He ignored the warning, not caring if he was injured in defense of his father. A powerful arm seized him across his back, pinning him close against the man. There was a moment as the man struggled to free something from his pocket. A fist slammed into his leg and then a sharp, burning pain erupted from the needle that went through his coat and trousers and into his thigh. _

_"Like it or no, you're coming with me."_

_Already weak, Dexter gasped, and he felt the man's cold hands support him as he collapsed. Numbness replaced pain as the drug moved through his system. His hands slid off the man's arm. There was a faint sense of tugging as the syringe was yanked out of him. The world was spinning at a dizzying rate._

_"There. That wasn't so bad now, was it, Dexter?" whispered a soft voice. Somehow he felt the person had enjoyed this. A low chuckle reached his ears and he could feel a hand, cold and invasive, cradle his face, moving down his throat until the merciful darkness engulfed him._

**OoOoOoOoOoOoO**

Wide, startled blue eyes stared at him, and Ben couldn't help but think that his friend looked so young without his glasses. Whatever had triggered this flash of memory – since when had this kid forgotten anything? – Ben knew without being told that _now was not the time._ "Is that good?"

Dexter considered. "Not really."

Benjamin Tennyson tried to reason with him. "Could you maybe save it a few minutes? Like, until we're not between a rock and a hard place?"

"I'll do my best," he promised, suddenly dizzy.

Ben let out a shout of alarm as gunfire erupted. Grabbing Dexter, he ran full-tilt toward where he knew the _Martian Maggot_ and the _C-57D _were parked. Dexter stumbled alongside him, clinging to Ben, fighting to stay upright and to shove aside the horrifying memories of being kidnapped.

Suddenly Van Kleiss shouted out commands to his minions. The EVO bellowed a roar, charging the line of soldiers. Despite himself and the urgency of the situation, Ben looked back. In that instant, Dexter stumbled to the ground.

Biowulf and Skalamander slid off the transport EVO's shaggy sides to engage the Providence troops head on and buy their boss some time. Tennyson had a swift glimpse of Six leaping to the defense of his men, blades flashing in the unnatural light as he challenged Skalamander. The dino-sloth tossed one hapless agent aside as it lumbered forward, and he saw Van Kleiss kick the walking eye EVO clean off the hairy beast and into the melee.

As if drawn by some unseen force, Van Kleiss zeroed in on them a second later. Ben could feel the force of the man's glare as well as the insatiable desire for power. He was one sick pup, and Ben did not appreciate that he'd set his sights on Dexter. Anxiously, he hauled the younger boy upright, wishing he had more to offer than just running away. Dexter was dead on his feet and Ben was in only slightly better shape.

"C'mon, Dex, we gotta high tail it out of here."

He pulled Dexter along, able to feel the earth vibrate as the huge EVO lumbered after them at an awkward trot. At the last moment Ben remembered what this creature had done to Morton, and he risked a glance back just in time for -

"Whoa!"

Ben yelped and dragged Dexter to the side as the EVO's tongue lashed out at them. Clutching his friend in an iron grip, Ben faced the creature squarely, prepared to dodge and determined to keep Baby Einstein EVO-drool-free until help arrived. They couldn't turn and run and avoid another attack all at once, so they were forced to stand their ground.

"What the – ugh!" exclaimed Dexter as the creature's tongue – not quite as long as before thanks to Six but still blue and gross – smacked into the rock a few feet from where they stood. The tongue slapped and flopped about as the EVO tried to grab them as it had Morton. The stench of sulfuric acid rose up as the rocks reacted to the spit, and the creature was close enough that they could smell its musky odor. Ben shoved Dexter behind him as Van Kleiss, momentarily unchallenged, glared down at the teenagers.

"There are no disruptors to save you this time, boy."


	48. Null and Void

**Chapter Forty-Eight: Null and Void  
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"There are no disruptors to save you this time, boy."

A shudder ran through Dexter as he stood behind his friend, and there was a faint trembling in the hands he kept on Ben's back. Ben glanced at the Omnitrix. If there had been even a hint of charge in the battery, he would have used it, but the device was dead. Van Kleiss smirked, his ultimate goal still within his grasp despite circumstances. Knowing his friend was far more frightened than he was letting show, Ben kept Dexter firmly behind him as the EVO's long, blue tongue darted out again. There was no time to dodge and so Ben10 braced himself, waiting for the worst.

Suddenly an enthusiastic howl of _"Woo-hoo!"_ echoed through the night and Rex, his feet and lower legs converted to gigantic mechanical boots, landed squarely between the two parties and right on the creature's tongue. There was a crunch of machinery and a swirl of dust and a muffled howl from the dino-sloth. Rex pointed up at the dark-haired scientist in a magnificent display of defiance and contempt.

"He doesn't need one, Van Crazy! He's got me!"

"Rex!" cried Dexter, gaping at this audacity that seemed combined with something akin to stupidity. "Your feet!"

The Latino teen looked down, wondering. "My feet? My – my feet! Ow! Ow! Acid! Owowow!"

He danced up and down and from foot to foot, trampling the EVO's tongue and driving it mad with pain. Acid from the thing's tongue worked its way into the mechanics of the build and as far as his vulnerable human form, forcing his nanites to work overtime to neutralize the effect. The EVO tried to retract its primary weapon between steps, which resulted in Rex stomping the entire length of its tongue with his Punk Busters. He could not have planned a more effective attack.

Ben stared in speechless appreciation for the impromptu ballet routine being performed before his eyes, wishing he had his cell phone to get a picture. "I would have paid to see this," he murmured.

Dexter, amazingly, wasn't watching Rex's antics. Head cocked, he focused on something beyond the sound of fighting and screaming and dancing. Turning, he looked behind them, toward the two gunships waiting at the end of the road, and with a gasp he seized Ben's arm.

"Ben! Ben, the gunships! They've powered up the Null-Voids!"

If Dexter was this alarmed, then panic was authorized. "The cannons?"

"Listen!"

Ben stilled, straining to hear, and then his eyes flew wide as he recognized the distinct, high-pitched whine of a Null-Void plasma chamber building up a charge. He looked back at the _C-57D _sitting in a direct line to the dinosaur-sized EVO, and then at his best friend. In a rush of understanding he realized what Dexter meant: they were the only things keeping DexLabs from ending this. Dexter pointed.

"We've got to get Rex out of there!"

"Come on!" He seized Dexter's arm, and the younger boy stuck close as Ben darted toward the EVOs. "Rex! Rex! Get over here!"

Rex stomped a few more times on the tip of the EVO's tongue, acrid smoke rising up from his Punk Busters. Ben grabbed the tail of his jacket.

"Loose the shoes!"

He yanked the Providence agent back, freeing the dino-sloth. Rex abandoned the Punk Busters as he moved, tumbling into Ben as the EVO, crazed with pain and beyond Van Kleiss' mental control, went after Rex (and by association, Ben and Dexter) with its long tusks. The Latino youth stood his ground, undaunted.

"Oh, no you don't!"

Ben pulled Dexter out of the way to Rex's left side, shielding him with his own body as Rex called up the Slam Cannon. The rubble from Pernell Mine provided an endless supply of ammunition as the bolt from the huge cannon extended behind him and scooped up a shot's worth of broken stone. Without hesitation he aimed and fired, peppering the rampaging EVO with burning-hot rocks. The creature's shaggy coat protected it for the most part, but some of the projectiles got through even as Rex reloaded and sent another spray of pebbles at it. The transport EVO reared high on its back legs, bleeding in spots. As Van Kleiss struggled to keep his seat, Breach was thrown free from where Biowulf had strapped her to the saddle.

Though he could not see so far, Dexter cast a wild look back at the gunships. He could tell by the sound that the weapons were fully charged. All that remained was for them to -

"Get down!"

With strength born of panic, Dexter pulled, dragging down Ben, who dragged down Rex. The three teens landed in a tangle beside the relative shelter of a boulder, Rex abandoning the Slam Cannon as he fell. Sprawled on his back and facing the towering EVO – and its claws, tusks, tongue, terrible breath, and immense bulk - Rex squeaked,

"Uh, this might not be the safest -"

Ben jerked him down flat, trusting in Dexter and the people closest to him. He barely had time to close his eyes when a blinding-bright beam of pure white energy smacked into the transport EVO. Rex let out a shout of pain and turned his head sharply, striking Ben's chest. The creature screamed as another shot landed, then another. It staggered, dropping to all six legs. For a long moment it wavered, and then a final salvo from the _C-57D_'s Null-Void guns dropped it. The gigantic EVO spilled slowly to its side, shaking the earth and sending up a huge cloud of dust.

**OoOoOoOoOoOoO**

"Master!"

Biowulf's distant voice was the first thing Van Kleiss was aware of as the shock and pain of the Null-Void cannon's shots slowly wore off, replacing pain with numbness. His nanites struggled to restore the most basic functions, and until that happened, he was helpless. He could see and hear and think, but little else. Movement was close to impossible, and he could not hope to untangle himself from the transport EVO.

The Null-Void. Its effects were devastating. He _must _obtain one of the guns to study it. If Providence ever got hold of such powerful weapons the odds would be slanted greatly in their favor. He looked down, realizing the heavy harness and saddle had insulated him and Breach from the worst of the weapon's impact.

The day was lost. There was nothing left to do but escape back to Abysus if he could. If nothing else, he had a wealth of information to process, not just about Dexter, but about his Fusion double, that perverse creature. There was a relationship there, a connection Dexter feared, and if he could learn more he just might be able to use the situation to his advantage.

He could do nothing, though, until he was free. His hair stuck to his coat still as he turned his head as best he could. He spotted a white blur off to one side. Breach. She had been thrown clear of the transport when it reared up and even now she was slowly stirring. Van Kleiss' eyes narrowed as he focused on her. She was his only chance, and he hoped she would not prove to be difficult.

He opened his mouth to call to her, to rouse her to his cause, and –

Nothing.

He tried again, but he had no voice. Not yet. And until he did, there was no way to make Breach aware of the danger they were in and how close to capture they were. Clenching his teeth (or trying to) in frustrated silence, he cursed Dexter and all he had wrought. How could one obnoxious, arrogant whelp throw so many obstacles in his path? Rex at his worst could not compare to that loathsome brat.

There was nothing else for it. Biowulf and Skalamander were his only hope. Luckily Biowulf, whose loyalty bordered on nauseating servility at times, had seen his plight and was struggling to free himself of the skirmish with Providence. In a sudden frenzy of motion, Biowulf threw two of the black-and-white-dressed troops aside and made a break for it, dropping to all fours to cover the distance faster and to avoid Six, who was hot on his heels. Skalamander, seeing what Biowulf was about, stepped in to cover the werewolf's retreat. The lizard might be slow in some aspects, but there was no denying that the Pack made for an effective team.

And then he felt every strain and bruise from being wrenched about as he was cut free by his henchman's metal claws. Biowulf carefully lowered him to the ground amidst a flood of redundant questions. "Master, are you injured? Can you stand?"

By way of answer he just stared at Breach, willing Biowulf to display some intelligence and figure out what they needed. Fortunately Breach had recovered somewhat from her encounter with the Fusion Dexter. Staggering upright, she took in the situation at a glance, including the green-clad ninja bearing down on them with swords drawn. She watched him for a few moments, seemingly unaffected by the imminent danger, before turning to Van Kleiss with a sneer. Van Kleiss felt his ire rise. Breach knew what he needed her to do, but she was being obstinate and openly gloating. She wanted to pay him back for being so drawn to Dexter and wanting to keep the boy as a son and pet . . . and more.

Wretched child. Even now he was ruining Van Kleiss' plans. If he could have talked, he would have ordered Breach to snatch the genius when they left. As it stood, nothing he could do would compel her to take Dexter with them now.

"Get us out of here!" bellowed Biowulf, knowing full well that she was enjoying their rising panic.

With a smirk she called forth a dimensional rift - and stepped right into it. For a few precious seconds nothing happened save that Biowulf looked around wildly for a course of action as Six and a handful of Providence troops raced toward them. Van Kleiss would have been hissing with fury were he capable of expressing himself. A moment later, as Six's swords flashed in the unnatural light and he prepared to strike, Breach opened a portal right in front of the scientist. Biowulf didn't hesitate, but seized his master and leaped through the opening. Two more swirling vortexes appeared and swallowed Skalamander and I-Bol, and they were gone. Vanished.

Six skidded to a halt. The field was clear of enemies. The threat had eliminated itself.

It was over.

**OoOoOoOoOoOoO**

Dexter was the first of their small group to stir. Raising his head, he squinted at the odd shadows and too-white light of the glow sticks he had devised for Number Four. He could see nothing, but the sound of the fight continued. He shrank closer to Ben, mortally afraid of what would happen to him if Van Kleiss got his wish and managed to carry him off.

The slight motion was enough to rouse Tennyson. Instantly alert, he gave Dexter's hand a quick, tight squeeze to reassure him. He would fight to the end for his friend. Of that Dexter had no doubt even though they were in no shape to mount any type of defense if Van Kleiss came at them again. Dexter pulled the Mons Meg out of his pocket and pressed it into Ben's hand. It was all they had left.

"Just in case," Dexter said, and Ben nodded, carefully shifting to sit up. He watched the fallen dino-sloth, wondering why nothing was happening. The creature didn't move. The Null-Void cannons had done their job.

"Rex, are you all right?" demanded Dexter in the sudden silence. He kept his voice low, glancing nervously at the downed transport EVO which to him was a dark and distant blur. Nothing stirred save a cool breeze that dispersed the strong smell of ozone from the lasers.

"Fine, thanks," Ben replied.

Dexter gave his friend a little shove. "We know the Null-Void's residual energy won't affect humans too badly, but we've never studied the effect on EVOs."

"What's too badly?"

"We'll probably have headaches and spend tomorrow puking up our guts. On top of everything else we've accumulated since yesterday, of course."

Ben snorted. "Speak for yourself, Kiddo. I intend to sleep until next week."

"Probably a wise thing to do, Mr. Tennyson. Rex? Rex?"

Providence's secret weapon let out an undignified moan, stirring groggily. "What hit me?"

"If you want to get technical, you could say I did. Null-Void blowback," explained Dexter, reaching out to steady him. "We were too close to the beam."

"Blech." Rex made faces. "Tastes like Lima beans and root beer."

"A hitherto undocumented side effect of the ejecta."

Despite the situation, Ben smiled as he watched his companions. Dexter never initiated contact with anyone he didn't consider a close friend. It was a sign of trust from the Boy Genius, and he resolved to inform Rex of his good great fortune in this respect.

"I feel like I was jump-started," muttered the Latino, holding his aching head. Suddenly he remembered the EVO. "Van Crazy!" He surged out of Dexter's hold and scrambled to his feet. A second later he landed right back where he had been, too weak to stand and with nothing holding him up but the Boy Genius. "Well, this bites. Now what?"

Dexter looked at Ben, who glanced at the bulk of the transport EVO and shrugged helplessly, and said, "We wait."


	49. Cause and Causatum

**Chapter Forty-Nine: Cause and Causatum  
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Easing a bit closer to Dexter, Ben checked the Omnitrix yet again. Nothing. He looked away in disappointment and asked, "So what did you remember?"

Shifting uncomfortably, Dexter quietly said, "I remembered when Van Kleiss kidnapped me. He used the same phrase than as now about getting out of his way."

"Yeah," mumbled Rex. "He re-hashes the same bylines now and then."

"And of course you didn't listen," concluded Ben.

Dexter made a face as if that was the most rhetorical thing his friend could possibly have said. "Of course not, Mr. Tennyson. You know me better than that. I had already been drugged, but I still tried to fight him. I think he would have killed my father if I hadn't."

For that Ben had no reply. They were quiet for a few minutes, waiting. Finally Rex couldn't take it any longer. He slipped bonelessly back onto the rocks and lay spread-eagle. "Think those shots took out Van Kleiss, too?" he asked.

"He was on that thing's back, so he got hit," Ben reasoned. "I - ah!"

"Ben?"

The brunet broke into a broad grin and pointed at Agent Six making a few quick jumps to land firmly atop the body of the huge EVO. Rex pushed himself up on his elbows and smiled. He could easily ready the ninja's body language and he let out a sigh, reassured that they were finally safe. He waved, and Six leaped off the creature.

"It's Six, Dex," said Rex, sprawling again. "Dunno what happened yet, but we're good."

A long sigh escaped the redhead and he leaned against Ben. Tennyson smiled and held him in a one-armed hug, too relieved to talk for once.

"Hey!" called a gruff voice and all three boys turned as Bobo Haha climbed over the berm just behind them. Loose pebbles cascaded down the small hill as he made his way toward them. "You kids make it okay?"

Ben, who knew of Dexter's intense dislike of talking animals, opened his mouth to warn the chimp off when Dexter, squinting and frowning in confusion, asked,

"What is that robot doing here?"

"Robot?" echoed Rex, looking around for something clanking and mechanical. "There's no- ow!"

He broke off as Ben snacked him smartly on the arm, making faces and desperate gestures to shut up and play along behind Dexter's back. Bobo, suddenly remembering Morton's warning to avoid the Boy Genius, slid to a halt.

"Oh," said Rex as understanding dawned. "_That_ robot! That - wait!" He gaped in shock as _real_ understanding hit him with as much force as one of Six's backfists. "Wait! Dex - _you _made Robo Bobo?"

Six approached in time to hear Rex, and he took in the situation in a flash. Dexter kept staring at Bobo, more confused than Ben had ever seen him, and that was saying something. It was quite entertaining, actually. Slowly Dexter said, "Yeah. Back in fourth grade. It was a custom order. I thought it was a little weird but I needed the income to start the Megabot project. Why is it here?"

It was Six who answered. "It's . . . a Providence decoy," he said, making up a lie on the spot. "We bring it along on a lot of missions. Mostly for the sake of distracting EVOs." He turned to the chimp. "Why don't you go help Dr. Holiday with Mr. Morton?"

"Right," agreed Bobo, seizing on the chance to escape.

It was so absurd a fabrication - and a situation - that Dexter bought it. Had he been any less tired, he would have figured it out in a minute and had a meltdown. As it was Dexter just nodded, not really able to see Bobo clearly enough to make out that he was, in fact, alive. He stared after the EVO, frowning and on the verge of saying something caustic, and Ben, who had no idea of what Rex and Six were going on about but glad to avert disaster, hastened to distract him.

"Agent Six, where's Van Kleiss?"

"Breach transported them away. They're probably back in Abysus." Six looked at his partner. "Are you injured?"

"Null-Void blowback," Rex replied, jerking his thumb back toward the gunships. He sagged against Dexter again, and the three teens slumped together in a tired, dirty heap, none of them able to muster enough energy to move or even care. "We were too close to the beam. Feeling better than five minutes ago. Another ten and I'll be fine."

"Lucky," grunted Dexter, who knew perfectly well what he and Ben were in for tomorrow.

The ninja nodded, unsurprised that Rex was recovering so quickly, and tuned to the two DexLabs representatives. "And you?"

"Hungry," volunteered Ben without hesitation.

Dexter closed his eyes. "I want my father."

**OoOoOoOoOoOoO**

At the base of the _C-57D_'s ramp Patrick Utonium paced and fretted. He had long ago given up threatening to terminate Dearborn for not letting him leave the ship. The Marine wouldn't budge, having trotted out the ages-old, annoying-but-valid argument that DexLabs Security worked for his son, not him, and standing orders from Tyrannosaurus Dex would not permit Utonium to enter an unsecured zone.

"Then secure it! _Now!"_

"Yes, sir."

He knew his wrath wasn't nearly as effective or impressive as Dexter's, and Dearborn's stoic patience as they waited to hear from Number Four and Bobo Haha was infuriating. They had witnessed the battle on the surface and overheard all the Providence radio chatter. Bobo had appeared early on in the skirmish, tired and dirty and sarcastic as he reported the situation to Dearborn. It was Utonium who ordered the Null-Voids to be charged, confident that Dexter would recognize the sound and know to get out of the way. It had worked. Wally was still riding high on being the one to shoot the rampaging EVO, and he had gone with Bobo on a recce.

The silence and lack of activity was maddening. He considered bolting away to find the boys himself, but Adrian Dearborn was younger, stronger, and a lot faster than Utonium. He did not want to endure the indignity of being wrestled to the ground for his own good.

His heart skipped a beat as he detected movement on the road into the mine. Light reflected off white body armor of the Providence troops, and then Wally was running toward them. His grin said everything.

"Got 'em, Professor," was the KND's excited report. "Six says Van Kleiss has vamoosed. Plus, we've got wounded. Walking wounded."

It suddenly seemed as if he could breathe again, and Utonium could not help but smile at the Australian's _we_. He smiled down at Wally, resisting the impulse to hug the bearer of such wonderful news. Instead he said,

"Grab the medical kit. We'll do what we can here."

"Right!"

As Number Four dashed into the gunship, Utonium turned to the security officer, daring him to stop him now. Dearborn gestured.

"All secure, sir."

He hurried forward, not quite able to run. Fear dragged him down and slowed his legs, and the unfamiliar armor made him clumsy. He had seen battlefields before – or at least the shattered remains of Townsville when his daughters got done thrashing whatever villain or monster foolish enough to challenge the Powerpuff Girls. Somehow this was different, smaller and almost intimate. Perhaps it was because Dexter was directly involved, and he had no Chemical X flowing through his veins to make him invulnerable. Perhaps it was because he knew what Van Kleiss truly wanted from the boy and he dreaded to find out what Dexter might have endured. Perhaps it was because once again he hadn't managed to protect his child from that nightmare that mimicked Dexter's form.

Rex was the first one he spotted, his spikey hair making him look taller than he really was as he was silhouetted against the glowing nova sticks. Regardless of his own feelings for Providence and its heavy-handed methods, Utonium felt a surge of gratitude toward this young man. No matter what, Rex would always have a place in his esteem, as would Six and Holiday and even White Knight, who had spared neither expense nor man power to help get Dexter back.

He saw Ben next and relief filled him because he was walking very close beside Dexter. His son had his arms folded tightly against his chest in a defensive gesture. Instantly the Professor knew that Dexter had lost his glasses. Ben had an arm around the younger boy's shoulders and was carefully guiding him, his head bent as he talked. Utonium felt a pang. Bad enough his son had been kidnapped and terrorized, but he knew how distressing it was for Dexter not to be able to see. Overwhelmed by his own emotion, he stumbled to a halt, wondering if he would ever be able to put into words how much Ben's devotion meant to him.

"Dexter."

He tried to call out, but his voice failed. Ben heard him, and looking up, he waved, leaning down a bit to tell Dexter and aim him in Utonium's direction. Still too far away for the redhead to have a chance to see him, the Professor hurried forward, feeling strangely breathless and spent.

"Dexter!"

"Dad?"

His voice was hoarse and he was filthy and his lab coat was gone and he was one of the most beautiful things Utonium had ever seen. He ran the last few feet and wrapped his arms around Dexter's scrawny form, hugging him tightly. Instantly Dexter stiffened, alarmed by the unfamiliar feel of body armor where he had expected fabric. He raised his arms sharply, pushing away, but Utonium would not let go.

"It's me. It's me," reassured the Professor, aching anew for having frightened him. "Chip wouldn't let me come unless I had armor on."

"Oh," was Dexter's quiet response, not yet inclined to relax or feel safe. He was trembling as he laid his gloved hands on Utonium's chest. Normally he would have latched onto his father's lab coat, but the armor afforded no purchase where he could cling. Without a coat to hang on to, he looked up as if making sure the Professor really was really there.

And then Utonium wrapped his arms around Dexter again as reaction started to set in upon the boy. Finally, finally it was safe to give in to his emotions, to be frightened and revolted and desperate. Aware that they were the center of attention, Utonium gently turned Dexter, guiding him off to the side a little way to give his son some semblance of privacy. He glanced up at Ben to follow, and Ben smacked Rex on the arm to join him. Dexter didn't make it far before his legs gave out and the Professor eased him to the ground, holding him as he quietly broke down. Rex stood by looking as if he wasn't sure what to do, but Ben crouched and put a hand on Dexter's shoulder, assuring his friend that he was not alone.

**OoOoOoOoOoOoO**

Leaning heavily on Holiday and Ruffin, Chip Morton kept a sharp eye on the Professor and Dexter. His leg ached terribly but he was far more concerned about Dexter's condition than his own. The kid had been through a lot lately and odds were good he'd plunge right back into his lab and a world-class case of depression. It was painful to see someone so young and talented go through such misery and frustrating that there was nothing he could do to help.

"Hey, Blondie, how's the hoof?"

He turned and looked at Bobo Haha. The chimp had been gathering up the nova sticks and he looked as if he was carrying a small sun in his hands.

"Feels great," Chip grunted. "I'll take my gun back, now."

"What gun?" wondered Bobo a little too innocently.

"The one I let you borrow." Morton let go of Holiday and hefted his Null-Void rifle, bracing it against his hip to aim almost point-blank at the EVO. "The one you're about to return."

"Oh, that gun. Heh." Bobo pulled the Null-Void pistol from where it was tucked into the waistband of his pants. "I thought it was a present."

"You thought wrong. Hand it over."

With a disappointed grumble, Bobo relinquished the sleek handgun. Morton immediately returned it to his empty holster, resisting the urge to wipe it off first. He'd clean it later.

"Any time you get tired of it or upgrade . . ." hinted Bobo, gazing longingly at the gun.

"Talk to White Knight," suggested the head of DexLabs Security. "I've got the sense he'll be feeling pretty generous soon."

Bobo snorted and rolled his eyes. "Obviously you don't know my boss."

Morton gave him an arch look. "Obviously you don't know mine."

They all looked over as Number Four came trotting up, weighed down by a medkit and trying to look serious, not excited. He surveyed the small group of people, somehow able to see past the curtain of blond hair falling over his eyes. Avoiding the gushyness going on over by the Professor, he briskly asked, "We've got wounded?"

"Over here," called Holiday. She reached for the kit, but Wally stepped back out of range. The KND operative was shocked that _the_ Mr. Morton was somehow the person injured, and he had to be sure of his assistant when working on such a cool and important adult.

"You don't get squeamish, do you?"

Holiday, with three PhD's and years of research and experience to her name, blinked in surprise that quickly turned to amusement when Morton sighed in resignation. "Um . . . no."

"Okay, you can give me a hand," decided Wally magnanimously. He stared at Morton's bandaged leg for a moment. "So. Acid burns. Where do I start?"

**OoOoOoOoOoOoO**

When he saw his friend shiver, Ben wrapped Dexter in his soccer jacket as they walked back to the gunship with a handful of Providence troops. The Professor had been called away to help with the wounded and after transferring the prototype disruptor to Dexter's arm, he charged Ben10 with his son's safety. Used to babysitting his best friend (and even though Dexter hated the word _babysit_, they all knew that was exactly what Ben was doing), Ben escorted Dexter and Rex the short distance to the _C-57D_. Dearborn met them outside the ship and pointed them up the ramp. They were happy to obey and happier to sprawl in the row of seats across the back of the cabin. It was warm and quiet in the ship, and all three teens took a moment to appreciate these facts. Ben got his first good look at Dexter, and all he could think of was when Buttercup had carried him and Dexter away from the steel mill on the outskirts of Pittsburgh. Dexter was pale and his eyes were still red from crying and fatigue, and he looked lost. Something about his friend's stance reminded him of that horrible, traumatic incident this past July, and he took the feeling as a warning not to fail in his duty. The Omnitrix was finally building up a charge again, so if anything happened Ben was at least in a position to go hero.

He took the seat next to Dexter and smiled as his friend leaned heavily against him. Wrapping an arm around the younger teen's shoulders, Ben knew he was opening himself to Dexter latching on to him and not letting go for a week, and so he wasn't in the least surprised to feel Dexter's small hand clutch his. He returned the pressure briefly in unspoken understanding and support. A sudden shift in weight pressed Dexter closer, and Ben cracked an eye open to see Rex on the other side of Dexter, leaning heavily against him and as good as asleep. Dexter made no protest, and as Ben watched, the Boy Genius' free hand moved slightly to let him hold onto Rex as well. For Dexter, who did not like to be touched, such a move was huge, and Ben had a last, conscious thought before sleep claimed him:

_Welcome to the family, Mr. Salazar._


	50. Start a Revolution

**Epilogue: Start a Revolution**

_A/N Parts of this chapter came about due to some art done for this story - 'Tangled Web' by Zephyrus Genesis and 'Game On!' by InTwilight. Links to both artists can be found in my profile or on devianART.  
><em>

The brightly wrapped package was hand-delivered to Six by Sgt. Dearborn when he dropped off the promised information on the disruptor field. Ribbons and bows bedecked the small present and the security officer smiled as he handed it over, enjoying Six's confusion.

"Early Christmas present, sir," said Dearborn. "Morton sends his regards."

Beneath the gaudy holiday trappings was a plain box, and contained inside the box was a device the size of a hand-held video game. It had a screen and a few buttons and little else to recommend it besides a DexLabs logo. Six stared at it, then at Dearborn, raising an eyebrow as he asked,

"GPS?"

"Tracker." The sergeant reached over and touched a button. Instantly the screen came to life, showing a small flashing dot on a map. "Van Kleiss has Dexter's glasses. Dexter's glasses have a built-in tracker. We checked – the dot's been moving, so the glasses are still in his coat. It'll show up anywhere on the surface of the planet."

Eyes narrowed, Six immediately saw the possibilities this presented, and he nodded in satisfaction, almost smiling. "Thank Morton for me."

Dearborn grinned, leaning over to pick up the attaché case he was delivering to White Knight. "Merry Christmas, sir."

**OoOoOoOoOoOoO**

Beasts. Brats. All of them. Why were the people most important to controlling this conflict a host of supremely obnoxious children?

He stood in his private chambers in Abysus, standing before a full-length mirror as he finally succumbed to the inevitable. Armed with scissors, Van Kleiss glowered as he cut the sticky glob of spider web that Spidermonkey had shot at him from his hair. He had tried everything he could think of to get the stuff out – it had peeled off his coat but adhered to his hair. As a few dark strands fell to the floor, he sneered at his reflection. Tennyson. Until this point the Wielder of the Omnitrix had simply been of passing interest to him, but now . . . he hated the boy. Passionately. The scissors closed, cutting the clump of webbing free. It brushed his fingers and stuck, a sticky, hairy mass. With a quiet growl he shook his hand, trying to loosen the web, but it was useless. The stuff seemed to gravitate toward living material.

Disgusted, annoyed, and fed up with every aspect of the situation, Van Kleiss stared at his own image, focusing the nanites at his command to restore his hair. It was vanity, true, but appearances had to be kept and kept up. Raising his hand, he looked at the gooey mass, trying to decide whose problem he'd make this stuff: Breach or Biowulf?

**OoOoOoOoOoOoO**

"What's up, Doc?"

Slanted green eyes and a sigh expressed her low opinion of so silly (and overused) a question. Rex, whose sole purpose had been to generate a response, grinned in undisguised self-satisfaction. Cottoning on to his antics, Holiday smirked as she stepped away from the microscope that she had been using. As she jotted a few notes down she asked,

"Are you ready to go?"

Rex could not stop the quick laugh of sheer anticipation that escaped him, but he resisted the urge to clench his fists to his face and dance around. With her he could be perfectly honest with his enthusiasm, and besides she could see right through all attempts to play it cool. "I am _so_ ready. I've been packed for a week, not that I need a whole lot. I can hardly wait. I can't believe White Knight said yes."

"Conditionally," she corrected softly, smiling at him. From the day the invitation had arrived over a week ago, she had pestered and prodded White Knight, dropping flowery phrases like _intercorporate cooperation_ and _advanced_ _research opportunities_ and _training opportunities with potential allies in the field_ until White had relented. She knew he'd gone along with it most to get her to stop pestering him, but ultimately she knew it was all to the good for Rex, Providence, and yes, DexLabs. White had insisted that if an attack came, Rex had to respond, an easy enough concession for the boy to make in exchange for the opportunity to hang out for a weekend.

"It'd be just my luck we'd get swamped with EVOs."

"But just think of who you'll have on hand if there is an attack."

Rex grinned and laughed again, almost hugging himself with excitement.

The invitation had come two weeks earlier - the Kids Next Door wanted to celebrate the upcoming holiday season with a not-so-little laser tag tournament. It was the KND against everyone else, and Earth's Combined Forces had risen to the challenge. Why they wanted to play at war when they were at war was beyond Holiday, but it seemed a tradition. Last year it had been hockey, this year it was laser tag. Teams were being assembled, and Ben Tennyson had invited Rex to join his team and spend the weekend at DexLabs to shoot, dodge, gorge himself on pizza, socialize, and, possibly get a tour of Dexter's laboratory. Sleep was optional.

_Is Dex playing?_ Rex had immediately emailed back.

_He was the first one I signed up for my team_, Ben had replied.

Negotiations for Rex to visit were on par with a prisoner exchange until Professor Utonium stepped in and offered to take responsibility for the teen. He volunteered to have Rex stay with his family in the guest room, relegating Ben to the sofa in the living room. Rex would have gladly slept outside in the rain at that point. White had finally agreed, as glad to get rid of Rex for a weekend as Rex was glad to go.

He was happy to be seeing Dexter again – he actually missed that crazy accent. Aside from Sgt. Dearborn returning to Providence with the promised data about the disruptor field to keep Breach at bay and a Null-Void gun for Holiday's research, little had been heard from the redhead. Upon returning from Gat, Dex had been too sick to travel for three days, and Ben had reported that he hadn't heard much from him either, a sure sign that his mood was pretty dark. Considering all he'd been through (with a few more details filled in by Ben), Rex really couldn't blame Dexter for hiding in the basement.

But Dexter was playing laser tag and that had to mean he was feeling better. Rex was on a team comprised of Ben, Dexter, some junior dynamo named Zak Saturday, and another boy named Finn (could his last name really be 'the Human'? Rex couldn't imagine why there was a need for this Finn character to differentiate himself from the rest of the population, but whatever, so long as he could shoot). Win or lose, Rex didn't care in the least. He was too thrilled to be getting out, hanging out, and pigging out to bother about anything as petty as a score.

He had hoped for Morton on their team, but it turned out so had every other group out there, to the point where the KND had contemplated reactivating the former 126. DexLabs security had upped the odds considerably by announcing they were fielding a team as well. Ben had dismissed the Urban Rangers as a viable threat, as well as Team Bravo, the Bean Scouts, the nerds from DexLabs Aeronautics division, and the entire crew from Charles Darwin Middle School, plus various other teams. The only real threats they faced, Ben assured him, were DexLabs Security, Sectors V and C, and the Powerpuff Girls (mostly because they could fly and were backed up by some chick named Mandy who had the power to put fear into Ben10).

"How are you getting there?" wondered Holiday.

"Jump jet. Six is flying. I think he's hanging around for a play date with DexLabs Security."

She chuckled softly at the notion. "What time?"

He glanced at the clock (again) and sighed. "In an hour."

"Let's head to the hangar. Maybe we can persuade Six to leave a little early. I'm sure Dexter won't mind."

"Awri – I mean, yeah, okay," Rex said, catching himself from bolting out the door in the most undignified manner imaginable. Trying to cover the slip, he hurried to the door to open it for the doctor and found himself face-to-face with his brother.

"Caesar!"

"Hello, little brother," said the scientist, smiling a little vacantly. "I was looking for you. Do you think you'll be able to give me a hand in my lab this weekend? I'm inventorying and classifying all the EVO DNA samples we've accumulated since Providence was established."

The mere thought of so boring a project was enough to make Rex want to lapse into a coma. He blinked. "Uh, love to, bro, but I got plans."

"Oh?" Caesar asked, brightening. "What are you doing?"

"Laser tag over at DexLabs. It's the Kids Next Door versus the world."

"Oh. Sounds fascinating."

From his tone it was evident he thought he had the better weekend in store. Rex shook his head. His brother was an oddball. Still, it was a sizable job and he was sure help of any sort would be welcome. "Bobo can be bribed with pepperoni pizza."

"Mmm. Good to know."

"Caesar," called Holiday, stepping back into her lab. Gesturing for the Salazar brothers to join her, she pulled up the information on the nanobot, including a copy of Professor Utonium's 'Spearhead' report and a faintly blurry picture of the tiny robot. "Can you let me know if you come across anything pertaining to this during the inventory? Supposedly Providence came into possession of a sample of these, but I haven't been able to find anything definitive."

Caesar tilted his head from side to side, a frown on his face. "I can tell you what it is right now if you want."

She turned in her chair, astonished. "You know what this is?"

"Of course. I created them." Holding his chin, he leaned down to read Utonium's paper, his eyebrows arching in surprise at the depth and detail of the report. "I'd forgotten about them. Nanobot. Good name. Better than what I was calling them."

"What did you call them?" asked Rex, too stunned to ask anything relevant.

"Microscopic self-replicating automatons." He caught his brother's critical eye. "What? I was in seventh grade. I had almost no imagination at the time." He went back to scanning the paper, surprise crossing his face, and he studied the picture of the squid-like robot. "This was modified slightly from the original design, but it's definitely mine. The ones I created were actually geared toward removing smog from the air, but someone altered their carbon intake processors and-" His eyebrows shot up. "- they _ate_ the City of Townsville?"

"Do you know who modified and released them?" Holiday squeaked.

"No," he admitted thoughtfully, "but Van Kleiss did have what I'd classify as an abnormal fascination with them and he would have had full access to my research in Abysus." He looked at the screen again and it was his turn to gape. "Wait." He pointed at the computer, then reached out and touched the screen as if to confirm what his eyes were telling him. "Patrick Utonium? The geneticist?"

"What about him?" asked Rex, thinking of the tall, kind man he'd gotten to know a little while Dexter had dealt with the Null-Void blowback.

"Professor Patrick Lawrence Utonium wrote a paper about something I created?" gushed Caesar.

Rex stared at his starry-eyed older brother with quiet concern, sensing he was in the presence of yet another Utonium uber-fan. He pointed at the 'Spearhead' paper. "So, this is like microscopic self-replicating automaton fanfic?"

Caesar didn't even hear him. He was too busy being overwhelmed. "I can't believe _the_ Professor Utonium knows about my work!"

"Uh, it was kinda hard to miss but he doesn't know it's you, bro," corrected Rex. "I can tell him when I go to DexLabs."

"Yes! Yes! You have to tell him! Wait! No." He paused, torn. "Well, tell him I made them but it's not my fault they ate his clothes . . . and his car . . . and Townsville."

"I got it," promised Rex, shaking his ahead in amusement at this over-the-top reaction. "Want me to ask him to autograph a copy of his fanfic?"

**OoOoOoOoOoOoO**

Finn scrambled aside as Dexter dropped down behind the barricade between Ben and Rex. The redhead was panting but smiling as he clutched his laser gun.

"Decoy Rainbow Monkeys deployed, Sergeant," reported the smallest, sneakiest, and smartest member of Team Ten.

"Everything's set." A few feet away, crouched low behind a painted barrier set up for the laser tag course, Morton chuckled wickedly. He nodded and gestured to the three other DexLabs Security officers, sending them to circle 'round the ambush site. "Be ready. When things start, keep moving. Remember, take out One, Five, and Yi first. We'll get Saturday back and hit them from the rear." With a final nod he slipped away, silent on booted feet.

It was a final grudge match before the victory pizza party – DexLabs versus the KND. Team Ten and DexLabs Security – which claimed to have hired Agent Six for the weekend – against the combined might of Sectors C and V. Unlike other rounds, super powers, extraordinary abilities, and unique devices were not allowed, leaving them their wiles and skills and sheer genius.

"Is Six in position?" asked Dexter eagerly.

Rex snorted and gestured overhead at the arena's shadowy ceiling. "Has been from the start."

Finn looked upwards, but the ninja was not to be seen. "Think Zak's got them convinced Ben and Chip aren't cooperating?"

Psychological warfare being authorized, Zak had volunteered to be captured by the enemy and spread a little anti-DexLabs propaganda. That he classified all the KND girls ranging from _cute_ to _whoa_ had something to do with the proposal, but ultimately they were all having fun of one sort or another so no one cared about his motivation.

"The way he stormed out of here, he had me convin- shh!" Ben broke off, sinking lower as Number Three's distinct, squeaky voice rose up in ecstasy. They watched from their hiding spot as two dark-haired girls came into sight.

"Oh, look! Rainbow Monkeys! Number San, loooooook!"

Both girls began chatting like jays even though Three spoke only English and San spoke only Cantonese. Rainbow Monkey, apparently, was a universal language, and their job of scouting out the enemy location was forgotten in light of collectable plush toys.

"Wait for it," whispered Ben as Dexter and Finn, the best shots on his team, prepared to take out both Three's. "Finn, be ready with the hair."

"Capitol," was the confusing reply, and Finn loosed the tie on his eared cap, ready to stun the opposition with his rather shocking hair as well as his laser gun.

More voices approached their position. The KND were coming. The trap was waiting to be sprung. They had to take the scouts out first . . .

Rex tensed, unable to keep the smile off his face. Win or lose, he'd never had so much fun. He glanced at Ben, wondering if he was the only one that felt this way, this giddy excitement completely like yet unlike battle. His team leader caught the look and mirrored Rex's grin, a soft laugh rising up in his throat. Hearing their quiet mirth and sharing this sense of being able to accomplish anything with such people by his side, Dexter echoed the chuckle, never taking his eyes off his target. The two older boys glanced down at him, and the three friends shared a moment of happy tension.

"Ready?" whispered Ben as the two KND scouts gushed over their prizes. It was clear he was savoring the moment. The rest of his team nodded, straining with anticipation. Ben held them back a few seconds more, and then with a word unleashed the power of Wielder, Genius, EVO, and Human.

_"Fire!"_

_-fin-_


End file.
